A Pale Blue Planet
by Dajokn
Summary: When a group of survivors are rescued by the 2nd Mass, Rick and his group quickly learn that the plague of walkers may be part of something bigger and more dangerous. Surviving this new common enemy will require them to learn to cooperate with all the remaining humans, or face extinction as a species.
1. Contingency

Rick made his daily rounds through the prison he and his group of survivors called home, checking on the items and small projects essential to their survival. First he stopped by the cafeteria to recount the rations represented by the pile of canned food they had stored, it was never enough, but he counted at least a weeks worth of rations left.

He stepped out behind the cell block to see how much rain water had been collected after the downpour the day before. The air was hot and humid, drawing thickly into his lungs as he breathed, and causing him to start sweating A lot of water had been collected, the trio of blue plastic barrels were nearly full.

He stopped to pour some water out of the valve at the bottom of one of the barrels and wash his face. Then he proceeded to the prison yard, where the group's makeshift farms was coming along nicely. Five rows of corn, six of tomatoes, and another five of green beans stood undisturbed. They would have to be watered soon.

Last, he checked the store of ammunition inside the prison armory. There was still quite a lot. There had been thousands of rounds, all of it 5.56, and at least ten M4 rifles in there when they had arrived, and the ammunition was half gone, but Rick figured they still had enough to last for a good long while.

The problem was that not all of their guns used the same rounds, and each bullet fired from one of the weapons they had brought with them was not easy to replace. The ammunition for anything not taken from the prison formed a small pile in the corner of the room.

They were also running low on medications. A life threatening illness had swept through the prison several months ago, and most of the medical supplies had been used up. Three of the other survivors, Daryl, Glenn, and Tyreese had gone on a supply run early in the morning to gather the rest of the medication stash they had discovered at a veterinary college a long distance away.

* * *

Daryl drove up the country road towards the college, Glenn sat in the passengers seat of the large black Ford pickup truck while Tyreese rode in the back, keeping an eye out for walkers. The last time they had taken this road they had run into a huge group of walkers, and none of them were taking any chances.

"Do you think that horde is still out there?" Glenn asked Daryl.

"I figure they probably worked their way somewhere else by now" the hill billy replied, "if not, we may have to go cross country to get around them"

"Well, it's a good thing we brought the truck then"

"We'll need it to get everything out of there, we're not leaving anything behind this time" Daryl stated, "We don't have the fuel to continue driving this far out on a regular basis"

"Y'all!" Tyreese called from the back, "I see something to our left, in the trees."

"What is it?" Glenn asked, poking his head out the window.

"I'm not sure, but it looked like some kind light in the woods."

"You think we should check it out?"

"We're not stopping." Daryl grumbled, "I've been driving all morning and we're almost there"

"Walkers don't make light" said Glenn, "There might be survivors in the woods. Which means we have to at least look."

"Too dangerous"

"We don't know that yet, we need to give them a chance."

Daryl stopped the truck. "What do you think?" he asked Tyreese.

"Well, I guess it wouldn't hurt to look…"

"I know I'm gonna regret this," Daryl signed as he made a U turn and drove back the way they came.

A few minutes later Tyreese spotted the light again. "Stop! I see it!"

Daryl stopped again and they peered into the woods. There was definitely a green glow coming from inside the wood line.

"The sun's already up." Glenn said, "Whatever's making that must be really bright."

"Ok" Daryl said, "Lets go on foot, the first sign of trouble and we'll head back to the truck."

Glenn got out and started walking slowly towards the wood line, shouldering his M4 and keeping an eye out for any movement. Daryl followed with his crossbow at the ready, and Tyreese followed behind him, rustling through the tall dry grass.

They had gotten only a few yards from the truck when Glenn stepped on something in the underbrush, something sticky.

"Hold on!" he said motioning the others to wait.

"What is it?" Daryl asked coming up next to him, "God damn!"

Hidden from sight by the tall grass were fragments of flesh, bones, and organs, littering the ground, caked in dried blood and wafting a putrid scent.

" I think these were walkers." Glenn said.

"They sure as hell smell like them"

"There's more over here!" shouted Tyreese

"Let's keep going." Daryl suggested, "Watch out for crawlers."

The proceeded carefully towards the light in the wood line watching carefully for any walkers still alive enough to grab at them. The entire side of the road and into the woods was covered in smashed fragments of walkers, not a single piece of them more intact than the occasional arm or leg.

They entered the wood line, still walking over corpses.

"There must have been thousands of them!" Glenn exclaimed.

"From the looks of things these have been dead a long time" Daryl said "I think this might have been our horde"

"Who on earth could do this?" Tyreese wondered aloud, "These walkers weren't shot, it looks like they were blown to bits and then crushed"

"Maybe there's your answer."

Stretching in front of them was what looked like a tall wall of transparent green glass, only it wasn't a wall at all. Even from a couple yards back they could feel heat radiating from it, a powerful smell of ozone, like overheated electronics, mingled with the scent of the dead as they got closer.

"What is this?" asked Glenn, "Whoever built this, it certainly wasn't a group of survivors."

"This looks like a gov'mnt project to me." Daryl said, leaning closer.

The wall hummed faintly.

"Don't touch it." Tyreese warned.

Daryl leaned back, picked up a stone, and threw it at the wall. The rock dissolved instantly with a sharp crack, turning into a powder that hung in the air for a second before dissipating.

"Whew! Glad I listened to you!"

"Watch the noise" Glenn said. "Lets follow this thing and see where it leads."

The wall ended a short walk away, protruding from a huge metal spike, as thick around as a tree, and at least eight feet tall.

"Look at this thing!" Daryl said "It must weigh a more than a car!"

He stooped down and examined the ground round the tip.

"It's been here a while, and it's set pretty deep into the ground too. I don't know how something like this could get here without leaving a trail."

"Lets get back to the truck" Glenn said "We still have a job to do"

"And I'm guessing the road is going to be clear" Daryl added.

They got back in the truck and drove in the direction of the veterinary college. None of them felt like talking much, everything was silent for except for the muffled roar of the engine.

Around evening they finally pulled up into the parking lot of the college.

"Heads up" Daryl said as he cruised slowly between the abandoned cars in the parking lot, stopping in front of the brick lab building. The trio got out carefully, flashlights and weapons ready.

Glenn opened the door to the building and sat still just inside the dusty corridor, listening for any sound.

"Doesn't sound like anyone's home" he said quietly.

"Good, lets load up and head back" said Daryl, handing each of them a couple of duffle bags and a backpack.

They moved quickly and cautiously to the medicine room, trying not to break the glass that littered the floor from the broken display cases on either side or bang up against any other debris that might attract walkers.

Glenn cleared the medicine room with his M4. There were rows of glass cabinets filled with a large store of various medical supplies. Originally intended for animal use, but suitable to replenish the prison's medical supplies.

The group got to work emptying everything into their bags. Syringes, antibiotics, tranquilizers, bandages, even the hand sanitizer.

Snap. A sound came from the hall outside.

All three stopped in mid motion.

"I've got it." Daryl said, grabbing his flashlight and drawing back the string on his crossbow. He notched a bolt and stepped out into the hall.

But what was outside wasn't a walker. It was large, insect like, and had six strong legs as well as a pair of smaller arms. It's dark black eyes shined in the light like smooth stones set in its thick green body. It was clinging to the side of the wall.

For an instant, the bizarre vision didn't seem real. It jumped down to the floor, landing with a heavy thud and let out a piercingly loud series of clicking sounds. The creature scuttled towards Daryl, it had a sick sweet smell, like stale vomit.

"No!" Daryl screamed, and let his bolt fly wildly, deflecting off the creature's body and sticking into the ceiling.

Daryl crashed back inside the room, smacking into Glenn as he tried to run out the door, the two collapsed on top of one another on the dusty floor.

"Run! Run!" Daryl shrieked. There was a mad scramble as the creature burst into the room after him, knocking the doorframe out of the wall. Tyreese broke a window and jumped out onto an awning outside. Glenn and Daryl followed as the creature nimbly jumped out of the window after them, landing on the flimsy metal awning, which buckled under it's weight.

Glenn felt frantically for the safety lever on his M4, switched to automatic, and fired off a burst of rounds into the creature's chest.

It let out a loud shriek and fell backward to the ground. He didn't know if it was dead, and he didn't wait to find out. He raced down the awning after Daryl and Tyreese, jumped down, and sprinted toward the truck; heart pounding and ears ringing from the shots.

The truck exploded into a bright fireball with a concussion that slammed through his chest and knocked him off his feet. His head swung back into the concrete of the parking lot, blurring his vision and shooting pain through his entire body.

"Daryl! Tyreese!" he yelled, scrambling to his feet. He'd dropped his flashlight and gun.

The flame from the burning truck cast a bright orange glow into the thick billow of smoke that filled the parking lot. Then, behind the smoke, a series bright pinpoints of light hovered into view.

The ground under his feet vibrated rhythmically like a sinister drumbeat, as a low ominous foghorn sound emanated from the lights.

Glenn stared back through the smoke at the approaching object. Tyreese grabbed his arm,

"Run you idiot!"

He turned to run after Tyreese when a rocket shrieked overhead, into the smoke. "Get down!" Tyreese yelled, tackling Glenn to the ground as the rocket impacted with a tremendous crash and flash of light.

The parking lot as came to life as a least a dozen armed men wearing camouflage and carrying rifles moved efficiently out of the darkness and into the lot, taking cover behind the cars and setting up a perimeter around them.

One of the men approached Tyreese and Glenn. Tyreese picked up his rifle and pointed it at the stranger. "Woah there!" the stranger said "You might want to put that down!" He was a tall man with a thick dark beard, wearing fatigues and a black leather jacket, and carrying an AK-47 in ready position.

Tyreese glanced around at the perimeter of armed men and reluctantly lowered his weapon.

"Good call" the man said, lowering his rifle as well. "I'm Tom, I know there's little time for introductions, but we need to get moving in a few minutes and you're coming with us."

"Like hell we are!" Tyreese snapped.

"Yah, like he says!" Daryl shouted, emerging from the shadows outside the perimeter, his crossbow pointed straight at Tom. "We ain't going nowhere!"

"Daryl! Don't be stupid!" Glenn shouted back, as Tom and the rest of the perimeter raised their weapons.

Several bursts of automatic gunfire sounded in the distance. Tom's radio squawked.

"That's the last of the skitters down, we have to move now" Tom said calmly to his men.

"Not with them you aren't!" yelled Daryl.

Something moved in the darkness behind him.

Daryl spun around quickly, but not quickly enough to avoid the punch that snapped his head back in an awkward motion, knocking him out cold. His crossbow clattered to the ground and was immediately retrieved by the blond-haired teen who threw the punch. The boy was dressed in black and carrying a rocket launcher slung on his back.

"Thanks Ben" Tom said

"Hands behind your back!" One of the perimeter snarled. Glenn and Tyreese complied and were quickly handcuffed.

"Lets go."

The men slipped blindfolds over their heads and led them off into the darkness.

End Chapter One


	2. Synergy

Unable to see through the bag over his head, Glenn tried to sense his surroundings as best he could. He was in a vehicle, one with a grinding in the motor noise, probably old. The seat under his hands was leather, and too wide for a car. He lost count of the twists and turns in the road.

The vehicle stopped and Glenn shifted towards his left, trying to find the door.

"Hey! Sit down!" A female voice called as a hand pushed him firmly back down into the seat. She pulled the bag off his head.

Glenn blinked in the sudden rush of light. He was in a bus, it looked like a moving hospital, it was filled with medical and surgical equipment, stretchers, and other devices he couldn't name. The woman was sitting opposite of him. She had long brunette hair and a full figure, she was wearing civilian clothes, and appeared to be unarmed.

"What's your name?" She asked.

"Glenn, where am I?"

"You're on a medical bus, I'm Dr. Glass" She said reassuringly "You can call me Anne"

She sat down next to him. "I need to take a look at your head, you took quite a knock when that mech blew up the truck."

Glenn sat still as she carefully inspected the back of his head. "Yah, you're going to need stitches, but lets get you cleaned up first"

"Matt!" she called towards the front of the bus, "Bring me some water and the trauma kit"

A young boy appeared a short while later carrying a bowl of hot water, a towel, and a large leather bag. He had short curly blond hair and appeared to be a civilian, except for the loaded carbine slung on his back.

Glenn winced as Anne washed the back of his head.

"Where are my friends." he demanded.

"Your friends aren't exactly the cooperative type. They're in safe keeping" Anne replied, reaching for a needle and thread. "Hold still, this won't hurt a bit"

* * *

Back at the prison, Rick, Hershel, Michonne, and the other members of the group's council sat around a wooden conference table in the administration offices.

"We have to assume the worst." Rick said "They should've been back here at least three hours ago"

"They might've had to abandon the truck" Hershel said, stroking his white beard thoughtfully "If that's the case they still have at least another hour, maybe more, before getting here on foot"

"Either way, they're still out in the dark and vulnerable to walkers"

"Rick, if there's anything I know about those three, its that they are perfectly capable of spending the night safely in walker country. And we wouldn't find them in the dark anyway." the old man replied.

"I guess you're right" Rick said "We'll post a watch at the gate so we can spot them coming in. If they're not back by morning I'm putting together a search party."

* * *

When his hood came off, Tyreese was sitting handcuffed to a beam in the back of a large semi-truck. The trailer was stacked with communications equipment, weapons, and several large screen monitors, carefully watched by a collection of tough looking men seated on chairs bolted to the floor.

Tom and a second man were standing over him. The second guy was short and in his fifties, with scruffy graying whiskers and wearing camouflage from head to foot, he was cradling a 9mm pistol.

"Hello again" said Tom, "We've got some questions to ask you"

" I'm Dan Weaver, Captain Weaver to you, and this is my outfit, the second Massachusetts regiment, Tom is my second in command." the stranger said, squatting down to look him in the eye, "Lets start with the basics, what's your name?"

"Tyreese"

"What outfit are you from?"

Tyreese thought for a moment, there was no way he was going to reveal the existence of Rick and the rest of the group at the prison. "We're alone" he lied, "Just the three of us"

"Really?" Weaver said sarcastically, "Then why have you got a small army's worth of medical junk in your bags?"

" I've got some questions for you!" Tyreese shot back, "First, what in hell were those things in the college."

"We call the green spidery ones skitters" Tom said, "The large robots we call mechs"

"What are they? Where to they come from?"

"Have you been living under a rock the last two years?" laughed Weaver,

"They've been running amuck all over this planet ever since the invasion" Tom said,

"What invasion?"

"You must have been living under a rock" Tom continued, "As far as I'm aware, they've crushed every armed forces on the planet. Most of the major cities up north have been nuked, and we've heard rumors that entire regions in Mexico and South America have been completely wiped out and turned into wasteland. We can't really be sure, everything has been off the air after the EMP attacks. As far as we know us and our fellow guerilla units are the only ones fighting back."

"We haven't seen them here before."

"The Espheni have been moving their operations steadily south" Weaver said, "And we've been following."

"The plague here started about a year and a half ago" Tyreese said "The invasion must have happened while the Army was trying to hold onto Atlanta. That's why no reinforcements have come. What were they doing at the college?"

"One of their favorite tactics is posting ambushes by places that contain food and supplies. That's what nearly got you caught." said Tom.

"Caught?"

"They don't really do combat operations anymore, they do something worse"

Weaver stood up and walked towards the door. "Follow me, I've got something to show you"

Tom uncuffed him and they followed Weaver out into the early morning air. The truck was parked in the middle of an intersection. At least forty vehicles of all kinds were parked along the roads in each direction, pickups, humvees, trucks, buses, and cars, most of them mounted with machineguns or other heavy weapons. The buildings on either side of the road were alight with activity.

Weaver stopped in front of a large refrigeration truck. "We use this as a morgue" He leaned his ear against the side of the truck and motioned for Tyreese to do the same.

Scratching and hissing came from inside the truck. It was full of walkers.

" Are you crazy?" Tyreese said, "What if those things get out?"

"So you're familiar with this" said Weaver, "What is wrong with them? We've come across dozens of these people on our march down here, we've been putting them in the truck because the cold seems to calm them down"

"They're not people" Tyreese gasped "Well, they were people, but not anymore. They die and turn into these things"

"What can we do with them?" asked Tom, "We've tried every kind of antibiotic and medicine we've got, but it has no effect"

"You don't get it! You can't help them! They're the enemy! You're lucky no one has got bit so far."

"Actually" Weaver said, "We had one guy get bit trying to rope one in yesterday"

"Where is he?"

"In the medical bus"

* * *

Glenn woke up from a fitful dream, he had been un-handcuffed. His head was pounding and he felt dizzy. The bus smelled like disinfectant and made him nauseous.

He sat up slowly, fighting the urge to puke. Matt was sitting across from him, watching him cautiously, still wearing the carbine.

"What's up little guy?" Glenn asked.

Matt said nothing.

"Whatever" Glenn said, standing up carefully.

The bus door opened and Anne walked in with some food. She handed a plate to Matt and Glenn. "It's canned, but good luck finding a pizza place nowadays" She said cheerfully.

The three sat down and ate quietly together, when something started moving near the front of the bus.

"Sounds like he's awake" Matt said, putting down his plate and moving towards one of the curtained alcoves in the side of the bus.

He pulled aside the curtain, and flinched back as the creature behind it lunged towards him. It grabbed him by the neck and pushed him up against the side of the bus.

"Help! Stop it!" Matt cried, struggling to pull the carbine out from behind his back.

Glenn jumped into action instantly, slamming into the walker, pushing it off Matt and onto the ground. The creature was strong and flipped over quickly, hissing as it drove its head toward Glenn's face, its jaws snapping so hard they sent chips of tooth and saliva flying, bloodshot eyes stared straight into his.

Bang! The walker's head exploded in a shower of warm blood and its body went limp.

"Are you OK!" Dr. Glass shouted, pushing the dead walker off Glenn. Matt was standing up over the walker, looking terrified, with his gun leveled at where its head had been.

A group of armed men burst into the bus carrying assault rifles, Tom, Weaver, and Tyreese were with them.

"Nobody move! What the hell happened!" Weaver boomed.

"I'm sorry, I'm sorry!" Matt sobbed, "He was going to hurt Glenn!" Tom turned him around and looked him in the eye.

"Its ok" he said, "You did the right thing"

"This is what happens!" Tyreese shouted, pointing at the walker as he pulled Glenn up off the floor, "You can't cure it! The only thing to do with someone whose bit is to put them down."

"Damn, is that…was that…Marcus?" Tom stammered.

Weaver looked down at the mess of blood and brains on the floor. "Tyreese is right" he said reluctantly.

"Dan!" Tom said.

"I don't like it, but he's right" Weaver said, "We can't take any more chances. From now on its shoot on sight. If anyone gets bit, well, I'm not sure what I can ask… just let me know immediately."

"Go get someone to clean this up" Tom said to his men, "Just put him in the morgue truck for now"

"We need to get back to Rick and the other, let them know we're safe." Glenn said.

"Rick and the others, huh?" said Weaver, looking at Tom.

"I wasn't going to tell them" Tyreese sighed.

"I think if they wanted to hurt us they would have done so by now" Glenn stated

"You got that right" Weaver snarled "Where's your group at?"

* * *

Rick was at the outside gate of the prison, loading supplies into an old station wagon, one of the two vehicles they had left. He put a bag with some of their remaining medical supplies in the trunk, as well as food and several gallon jugs of water.

"Y'all ready to go?" he asked Michonne and Carol.

"I'm always ready" Michonne replied, putting the white sheathed katana she always carried in the passengers seat.

"Don't I know it" said Carol, getting in the back seat, "I just hope they're all right"

Rick checked the chamber on his chrome revolver, holstered it, and got in the driver's seat. He started the engine and pulled up to the gate. One of the men pulled on the pulley that operated both the gate in the chain link fence and a second one made of sheet metal outside. They swung open slowly.

"Dad! Dad!" Rick's son Carl shouted over the engine noise, sprinting towards the car from one of the concrete watchtowers by the gate.

"What?" Rick yelled.

"I think you'd better come see this!" the dark haired teen exclaimed, his blue eyes shining with fear.

Rick shut off the engine.

"Close the gate!" he shouted, and followed Carl back up the watchtower at a run.

"Look!" Carl said, handing him a pair of binoculars, "That dust cloud down the road, its full of cars"

Rick looked through the binoculars, there was a convoy approaching the prison. A long train of vehicles appeared through the dust and haze. He could see men with rifles, and mounted machineguns. A trio of motorcycles preceded them at a faster rate than the cars and trucks, they would be at the gate soon.

"Everyone back to the cell block! Break out the weapons and get in position, we've got company!"

The prison yard sprung into action as everyone in earshot ran back towards the armory. Rick descended the tower, with Carl close behind him.

"When they get here I'll do the talking" he said to Michonne and Carol, "You guys take Carl and get somewhere behind cover. Stay out of sight. No one makes a move until I say so"

"You think they're from Woodbury?" Michonne asked

"I sure as hell hope not"

* * *

Hal, Maggie, and Tom drove ahead of the convoy up the dusty dirt road towards the prison, scanning the fence and watch towers carefully for any signs of life. They saw nothing as they pulled up.

"You sure this is the right place?" Maggie asked, stopping her bike a few yards from the outer gate.

"Its got to be" Hal said, "There aren't any other prisons in this part of the county"

"It looks deserted" she opined, running her fingers through her long blond hair before switching the safeties off the pair of silver .45s she was wearing.

"I don't think so" Tom said "This gate isn't part of the original construction, and something's been attracting those zombies" He pointed to a small group of walkers clawing at the fence a distance away.

"Hello!" Hal called into the prison, "Hello!"

A man stepped out from behind a concrete barricade just inside the gate. He was wearing civilian clothes, a scruffy untrimmed beard, and had a wild look in his eye. He produced a chrome revolver from his waistband.

"What do you want!" the man yelled, cocking the gun. "I may not look like it, but I've got ten rifles on you right now!"

"We're part of the second Massachusetts regiment! We're mechanized infantry and there's a hundred and seventy of us!" Hal shouted.

"We don't want a fight!" Tom finished, "We're looking for Rick Grimes!"

"Well you've found him!" Rick replied

"We've got some of your people with us!" Hal said.

"You've got Daryl and the others? I swear to god if you've done anything to them I will cut you down where you stand!"

Maggie drew her pistols in a flash, leveling them at Rick, one in each hand. Rick dropped reflexively down behind the barricade, aiming his revolver.

"Cool it everyone!" Tom shouted, "Its not what you think!"

"Then what is it!" countered Rick

"Glenn saved my son's life!" Tom said, "We come in peace, we just want a place to rest up for a bit. Somewhere safe from the zombies. We have a common enemy, so everyone put your guns down!"

Maggie holstered her pistols. Rick came back out from behind the barricade and reluctantly put the revolver back in his belt.

"What do you mean a common enemy?" Rick said "You mean the walkers?"

The rest of the convoy began pulling up behind them, fanning into a crescent shaped perimeter in the field around the prison.

"Well" Rick said, scanning the long train of heavily armed vehicles, " I don't see that I've got much choice."

"Open the gate!" he yelled, "We're all clear!"

The other survivors appeared from cover and opened the prison gate. Hal drove back and began leading vehicles into the yard.

Tom rode in through the gate and parked his motorcycle across from the administration building. Rick and Carl caught up to him.

"We don't have room for y'all" Rick realized.

"I know" Tom said, "We'll park the essential vehicles inside, the command, medical, and anti-aircraft. The rest will form a parameter around the fence"

"You have anti-aircraft? Why would you need anti-aircraft to fight walkers?" Rick asked

Wump wump wump, a heavy machinegun fired outside the prison gate.

Tom muttered something into his radio and got a reply. "I guess that means taking care of you're zombie problem too" he said

"You might want to have your men not shoot them" Rick answered, "The noise will just attract more,"

"Rick!"

Rick turned around, Glenn, Tyreese, and Weaver dismounted a humvee and walked over.

"Glad to see you all back safe." Rick said, "and who is this?"

"Captain Dan Weaver, commander of the second mass." Weaver said, extending his hand, Rick shook it,

"Where is Daryl?" Rick asked.

Tom knocked on the side of a small truck, the door slid open and Daryl came out, handcuffed and hooded, being held tightly by a pair of rough looking men. Both were wearing biker jackets, one had long brown hair and a short beard, the other was bald, tall, and built like a line backer.

"Let me go! Or I swear I'll kill all of ya!" Daryl shouted, struggling to get away.

"Let him go" Weaver instructed. The men un-cuffed Daryl and took the hood off him.

"Rick?" Daryl said, "What the hell's going on here?"

"Just taken you back to daddy" said the long-haired man smugly.

"You shut up!" Daryl swung at the man, who ducked quickly, but not fast enough to avoid the knee Daryl launched into his stomach, knocking him flat on his back.

"Hey!" the big man snarled, he lunged at Daryl and missed, slamming into the side of the truck. Daryl kicked him behind the knee, but the man didn't flinch, instead he turned around and grabbed Daryl by the shirt collar, holding him up against the truck.

"That's enough!" Weaver snapped "Pope! Get your ass off the ground and keep your dogs in line!"

"Yes sir" Pope said sarcastically, picking himself up, "This place feels like the good old days already. Put him down Lyle"

The big man dropped Daryl, who stormed off into the office without saying a word.

"What happened out there?" Rick asked Glenn and Tyreese.

"Daryl held up Tom with his crossbow, trying to get him to let us go. Someone snuck up behind him and knocked him out." Glenn answered.

"I'm afraid that was my son Ben over there" Tom said pointing across the yard towards the young man. "He was just trying to protect me"

"Wait" Carl spoke up, pointing at Ben, "He got the drop on Daryl? That kid over there? Dude, wow!"

"Well, I guess that explains things" Rick said, "I understand, I'm sure any of my people would have done the same in his place. I'll keep an eye on Daryl"

Rick turned to Captain Weaver and shook his hand a second time. "Welcome home"

"Thanks" Weaver said, "We have a lot to talk about"

End Chapter Two


	3. Detection

That evening, Rick sat with the others in the prison cafeteria, eating canned food off paper plates.

"Tell me what exactly happened out there" he said to Glenn, "From start to finish"

Glenn told him about the weird wall of light in the woods, the field of pulverized walkers, and the ambush at the college. Tyreese recapped Toms story about the invasion.

"Well" Rick said, "If these Espheni creatures destroyed the world's armed forces in a matter of days, and they are really moving further south, there doesn't sound like there's much me, you, or anyone else can do to stop them"

"But we have to try" Tom said "Our history is full of instances of guerrilla forces beating back larger ones. The Spanish during the Napoleonic wars for instance. They were no match for the French troops in the field, but they kept fighting even after their land was conquered. Men, women, and children resisted in any small way they could, that's where the term 'guerrilla' comes from, its Spanish for 'small war'"

"And how did that turn out for them?" Rick asked

"Eventually, Napoleon lost more troops by trying to hold the territory than he had lost conquering it in the first place" Tom continued, "He cut his losses and went home."

"You think these Espheni will cut their losses and leave if we just continue to resist long enough?"

"That's exactly what I think" Tom said "Its our only hope"

"Its been our strategy from day one" Weaver said "I used to think colonel Porter was crazy to hook me up with a history professor as a second in command, be I see the wisdom of it now"

"You were a history professor before the all this?" Rick asked.

"Yup, a year away from tenure at University of Boston" Tom said smiling, "What did you do?"

"I was a cop" Rick replied, "Highway patrol"

"We've got a lot of good men in our unit who were cops" Weaver stated, "Your people are lucky"

"Thank you"

"So what was that thing we found in the woods?" Glenn asked Weaver.

"It was an Espheni force field, they drop them from Beamers to seal off areas during combat, or trap their opponents. I've never heard of or seen one abandoned like that before, it might be worth checking out."

"What are Beamers?" Glenn asked

"They're the reason we have anti-aircraft" Tom answered, "They're Espheni drones, very heavily armed, they can carry enough ordinance to level a city block."

"Then why haven't they bombed us yet?" wondered Rick.

"They don't want us dead" Weaver said, "They need us alive, we're not exactly sure why, but as best we can figure their strategy here is to create a slave race out of us, like those skitters you came across at the college."

"Those aren't Espheni?" Tyreese said, confused.

"No, the Espheni are tall lanky creatures, the skitters are their slaves, and they want to do the same to us. They control them through a form of organic technology we call a harness. Once it goes on its very difficult to get off without killing the victim. It becomes part of them the longer it stays, and they become slaves to the overlord" Weaver replied.

"When they first arrived they primarily targeted children for harnessing" Tom continued, "But lately, they've been going after adults too, the harness has very different effects depending on the age of the victim, the adults mutate horribly"

"They round up children?" Tyreese said, "That's just sick"

"I'm afraid so" Tom sighed.

Rick finished eating and threw the plate into a trash can. "Tell me more about this force field, how does it work?"

"I'm afraid that question is beyond the expertise of anyone in our unit" Tom said, "You would have to ask an electrical engineer."

"If we could move the one Glenn found, could we use it as a perimeter around the prison?"

"I guess it would be worth a try" Tom said, standing up "Even if we can't shut off the beam, we could move the pylons if we're careful. We would need a crane and a large flatbed"

"I think I know just where to find that. There's an old construction site a few miles from here" Rick said, "It should have all the stuff we need"

"Lets take a convoy out there in the morning" Weaver said.

* * *

Carl wandered around the vehicles parked in the prison yard, admiring the weapons on the trucks. There was a semi truck full of electronics with a radar scanner jerry rigged on top of the cab. Next to it were parked a long silver tour bus, with sheet metal covering where the windows had been, and an old Toyota pickup truck with a large four barreled anti-aircraft cannon in the back. A jeep with a .30 cal machinegun watched over the gate.

The evening was getting darker and the men from the regiment milled around carrying flashlights and making noise. This is going to bring every walker in fifty miles, Carl thought, sitting down by the cell block door.

"Mind if I join you?"

Carl looked up to see Ben standing next to him.

"Um… sure" Carl replied

Ben sat down next to him.

"You're Rick's kid right?"

"Yah, that's right" Carl bristled at being called a kid, "You're not that much older than me you know"

"What's that supposed to mean?" Ben said

"I don't like being called 'kid'"

"Gotcha, sorry"

"I heard what happened with you and Daryl"

"Oh yah, sorry about that too. I didn't need to hit him, I could have just cuffed him…everything was just going so fast"

"You know, for someone who can take Daryl down in a fight, you sure apologize a lot" Carl said "Daryl's about as tough as they come, and he's really savvy too"

"I've got some tricks up my sleeve too" Ben said mysteriously "Are you and Daryl friends?"

"We don't really talk to each other that much"

"You seem the quiet type" Ben said

"Well…I guess" Carl said, "It's not that I don't have a lot to say, or don't want to talk to people, its just that…its safer not to I guess"

"Why?"

"In case something happens, you know, what always happens"

"I think I understand" Ben said, standing up "It was nice talking to you Carl"

* * *

Rick woke up the next morning and looked out the window of his cell. It was pouring rain. He grabbed a plastic poncho and stepped out into the thick air.

The convoy to the construction site was assembling. Weaver, Tom, Pope, and several other fighters were in two humvees with mounted machineguns. A military truck full of men accompanied them. The survivors added their station wagon with Glenn, Daryl, and Michonne to the mix.

Rick got into the driver's seat and led the convoy out through the gate and past the perimeter.

The vehicles rolled up the road in the rain, towards the outskirts of Atlanta. They arrived at the construction site without incident a few hours later.

The huge concrete husk of an unfinished building sat in the middle of an open field. Surrounded by a torn down fence, piles of rotted plywood, and stacks of cinderblocks. A small crane, a dump truck, and an old trailer were abandoned nearby, as well as a flat bed truck. The group dismounted.

"Secure the area!" Weaver ordered "Watch for walkers."

The men spread out from the truck, picking their way quietly through the ruins, weapons at the ready.

"Contact front!"

A trio of walkers wearing tattered construction gear staggered out of the building. An earsplitting racket erupted as the men opened fire, bursts of bullets blasted chunks of putrid flesh off the walkers as they continued to advance a few yard away.

"Cease fire!" Rick shouted over the noise, "The shooting will just draw more!"

The soldiers stopped firing, keeping their rifles leveled, as Michonne advanced passed them towards the creatures, drawing her katana from its scabbard.

The first of the walkers lunged at her and she sidestepped around it bringing the katana down on its head , slitting it in half. She drew the blade out from the wound and whirled it into the second walker, sending its head flying into the air followed by a stream of blood. The third was almost on her when she recovered her stroke and chopped the top of its head off at the jaw. The last walker collapsed with a wet gurgling sound.

"That's how you deal with these" she said, walking back towards the soldiers "You've got to hit them in the brain. Fast and quiet."

Weaver walked over to where the head of the second walker had landed. It was still alive, staring up at him with blood filled eyes, its jaws snapping aimlessly. Disgusted, he stamped on it hard, crushing its skull and splattering its brains out over the wet grass.

"Lets finish up here before more of them come over" he said.

Pope inspected the flatbed. "I can get this thing hotwired in a jiffy" he said, climbing inside through the open door.

"There's probably keys in here" Rick said, walking up to the trailer. He peered carefully through the windows to make sure it was clear, then kicked the door in.

"Oh god" he gagged, the trailer was covered in blood and feces, smeared on the walls and floor. "No idea what happened in here, but I'm not sure I want to know!"

There were keys on the table nearby, he grabbed them and walked back out into the rain, taking a deep breath. "These better be the ones"

Vroom. The engine on the flatbed started.

"Ye ha!" Pope yelled

"Keep it down!" Weaver snapped

Daryl took the keychain from Rick, "This one'll be the crane" he said selecting a key. He unlocked the cab and started the engine.

"Looks like she's got enough fuel" he said.

"Ok people, lets roll out!" Weaver ordered.

The group got back in their vehicles and proceeded down the road towards where Tyreese had spotted the force field.

The Espheni force field was still there, casting an eerie green glow through the rain over the field of walker corpses. The field made a hissing sound as sheets of rain vaporized on it, sending banks of steam into the air.

The soldiers dismounted the truck and cleared the surrounding woods, looking for any sign of the enemy.

"I figure we can use the arm on the crane to tip the pylons onto the flat bed one at a time. The pylons themselves are highly charged, but the crane should be able to insulate from the current"

"Should?" Daryl said skeptically

"You know how people inside a car can stay safe when its struck by lightening?" asked Tom

"Sure, but this thing's got metal treads, not tires"

"All the better" Tom said, "the reason a car is safe from lightening is not because of the tires, its because the electricity runs through the metal exterior and into the ground. It's called a Faraday cage. Listen, if you don't want to go through with this…"

"I'll do it if your scared" said Pope.

"Seriously? I've never been afraid of anything in my life!" Daryl snapped, "You just get in the damn truck in position!"

Daryl climbed into the cab of the crane.

"The most dangerous thing about this is handling the levers" said Tom, handing him a thick dry blanket "Keep this wrapped around the levers, and keep your feet of the floor, it might feel a little strange"

"Got it" Daryl said.

He maneuvered the crane through the trees behind one of the pylons, the treads grinding through underbrush, mud and walker fragments. He lowered the boom slowly until it was almost horizontal and aimed it at the pylon.

"Well, here goes nothing" he muttered as he pushed the pylon onto the waiting truck. The boom made contact, sending a shudder through the vehicle. His body began to tingle, sparks snapped from the boom and the outside of the vehicle, a heavy burning smell filled the air.

He pushed the throttle to full speed, slowly, the pylon began to tip. It fell with a massive clang and a blinding shower of sparks onto the bed of the truck.

The force field disappeared, plunging the woods into a grey mist of rain and steam.

Daryl got out of the crane.

"Damn that took guts!" Michonne said "I wish you could see your hair right now"

"Lets get the second one!" said Weaver.

They repeated the procedure with the second pylon, making sure it tipped perpendicular to the first to avoid accidentally reactivating the field, and headed back to the prison.

* * *

As the flatbed bounced along the road towards the prison, and small metal ball rolled out from one of the pylons. It clattered down the truck bed for a ways before coming to a stop, against gravity.

The object unwrapped itself into a long thin millipede like structure and crawled across the wet metal towards the cab of the truck, its hundreds of little legs making a barely perceptible scratching sound.

It crawled into the cab and onto an oblivious Pope. It burrowed through the collar of his jacket quietly, turning itself into a thin string of metal. Then plunged into Pope's neck like a needle, in a single sharp motion.

"Ow!" Pope shouted, reaching for his neckline.

"What?" Lyle asked

"Nothing"

The worm nestled itself deep, drawing energy from his warm flesh. Then it began to transmit.

End Chapter Three


	4. Aggression

Pope parked the flatbed carrying the Espheni pylons in front of the prison gate. The rest of the vehicles continued through the gate and parked inside the yard.

Tom stepped out of the humvee and walked over to the station wagon. Rick rolled the window down.

"Any idea where you want to set this thing up?" Tom asked.

"I was thinking we could run it along the right hand side of the fence, where it's weakest. We can set up noise as bait and draw the walkers into the beam"

"That's a good idea" Tom said, "But I've got some people who would like to examine it first. We've never got a good look at how these things work. Everything we know about the enemy brings us one step closer to defeating them."

Rick got out of the car. "Lets get inside and dried off" he suggested. "Those pylons aren't going anywhere"

"Lets meet in the council chamber afterwards" Weaver said, "I have a proposition to make you guys"

After everyone was clean and dry, Rick, Tom, and the other members of the council took their seats around a long polished table in the former prison administration offices.

Weaver and Rick took the ends of the table, and Tom, Hershel, and Michonne filled in the along the sides. Carl, Matt sat in the room as well.

"Well, you know a little bit about our fight and what we're up against" Weaver began "I don't believe in beating around the bush, do I'll make this brief. We need more fighters. We left Boston with three hundred people, and there's only a hundred and seventy of us left now"

"What are you saying?" Rick asked

"He's saying that we would like you to join our cause" Tom said, "We are all in this war together, the entire planet, and if humanity does not stand up for itself as a whole, we will die separately. Historically speaking, there is nothing that unites like a common enemy."

"We know you've been through a lot just to get to this point" Weaver picked up "What you've been dealing with down here in Georgia, the infighting among survivor groups, the nature of this plague, the complete breakdown of civilization, its horrible, I understand. But you have survived, and that proves to me that you have what it takes to join us in this fight. This is our planet, not theirs, and as absurd and hopeless as it may be, we will make them pay for every inch of ground until we've run out of blood and ammunition. And who knows, if Tom's right we may even win in the end"

"And where would we be going?" Rick asked, skeptically.

Weaver pulled out a map and laid it out on the table. The group clustered around for a closer look. He indicated a symbol on the map.

"This, marks a nuclear missile silo"

"A nuclear missile silo!" Carl exclaimed "Wow!"

"What would you want with such a thing?" Hershel asked.

"It's a long shot" Weaver said "but we believe the silo is the one belonging to this code book"

He placed a thick and badly burnt folder on the table on top of the map. The remains of the cover were marked Top Secret. Weaver flipped through several of the crumbling pages and stopped at one with a series of numbers.

"These, ladies and gentlemen, are every code needed to enter and activate this silo. What you see here is possibly the last remaining key to nuclear Armageddon"

The room was silent for a little while.

"As if we don't have enough problems already" Hershel said.

"Well, if we get into this bunker, we and use one of those 'problems' to fix the other" Weaver said

"You're insane!" Rick said "Why would you exchange one global catastrophe for another? If you use nuclear weapons against the Espheni, wouldn't you be destroying the very civilization you are trying to save?"

"Look around you Rick" Weaver said "Civilization is already gone. You sitting here planting a few rows of crops in the back yard of a prison is not going to bring it back! The zombies are a manageable problem, the fallout, if we ever get our hands on these things, is a manageable problem. The Espheni are not, if I have a chance to destroy them, I will take it, no matter what"

"My people are not fighters" Rick replied, "We are survivors. We do what we have to do to survive because that is the way life is now. My people are safe here, planting and living. We are not going to risk all of this to fight an enemy we have nothing to do with."

"You are part of this, whether you like it or not" Tom said "the Espheni won't leave you a choice"

"Even if that's the case" Rick said, "We will not go seeking out destruction"

He looked at Carl, then back at Tom and Matt.

"My son…is not a sacrificial lamb for your cause"

"What's that supposed to mean!" Tom snapped at Rick.

"Gentlemen, I'm afraid we are going to have to reject this offer" Hershel said calmly "You are welcome to stay here for as long as you need, but when you go, we can not come with you"

Weaver stood up, gathered up the map and folder, and left the building. Tom, Rick and the others followed him out into the evening air. The rain was still falling.

"Captain Weaver!"

Weaver turned around. Hal rushed out of the door of the command truck, along with Ben.

"What is it?"

"We just got a radio broadcast from two of our observation posts. They've both spotted an Espheni ship with beamer escorts headed in our direction" Hal said breathlessly

Weaver sprinted towards the command truck, and Tom reached for his radio. "All channels" he said "We have incoming, repeat, incoming. Unknown composition, prepare to defend in place."

"I'll be back!" he shouted at Rick, running towards the perimeter outside the prison fence. "Get your people to cover!"

Rick, Michonne, and Hershel ran back into the building.

"What's going on?" Daryl asked as they came in through the door.

"We've got an attack incoming!" Rick said "Daryl, I need you and Michonne to get every thing out of the armory and into cell block A, don't leave anything behind."

"Got it" Daryl said, rushing through the corridors towards the armory, Michonne followed.

"Hershel, you and Glenn get everyone into cell block A, everyone gets a gun, no exceptions. Lock the doors and stay inside. I'm going to go see what's happening, we're going to wait this out."

Hershel walked off as fast as he could on his wooden leg towards the cell blocks, calling for Glenn. Rick went back outside and ran towards the command truck.

* * *

Inside the truck Weaver, and several soldiers were looking a large monitor displaying a topographical map of the area.

"What's the situation?" Rick asked

"The green units here are ours" Weaver replied, "Each vehicle has an encrypted tracker on it. The range is short, but it lets us coordinate without using a map and compass"

"We draw the map data from a copy of Google Earth I cached before the EMP fried everything in Boston" said a dark skinned man in a pony tail, sitting by one of the computers.

"I was going to use it for an app I was planning, but after the Espheni hit the city this little thing became the only complete map of the world in existence" He continued, holding up a thumb drive. "I'm Jamil, by the way" he extended his hand to Rick.

Rick shook his hand, "Nice to meet you Jamil. These people are lucky to have you."

"Yes we are" Weaver interrupted, "We can do introductions later, we've got a whole mess of the enemy inbound right now"

The radio next to the monitor began transmitting "This is observation post one…we've got a troop of mechs headed your way, skitters in support…they don't see us…but that ship dropped off a crap load of them"

"Roger that" Weaver replied through the handset, "Lay low, do not open fire"

* * *

Simms and O'Brian huddled quietly in their camouflaged foxhole in the woods a mile away from the prison. Simms examined the road a hundred meters off through the wood line with a pair of binoculars, while O'Brian handled the radio.

"Get down and stay still" O'Brian said, quietly chambering a round in his M16 and leveling it in the direction of the road.

Simms was still counting the mechs clanking by on the road below. Their metal legs made a loud metallic stomping sound that he could recognize a mile off, and there were eighty-three of them so far. The young man put the binoculars down and readied the RPG7 he was carrying with him, screwing the explosive cap into the back of the round and cocking the hammer on the handle.

"What are you doing!" O'Brian whispered angrily.

"Just in case" Simms whispered back, setting the weapon on the edge of the foxhole aimed at the road, "I think we're at over a hundred mechs now"

O'Brian picked up the radio and switched the channel to open.

"This is observation post one" he began. "we count at least a hundred mechs…"

A raspy moaning sound came from behind him. He turned around.

A walker stood alongside the foxhole, drawn by the noise. Its twisted face, a mess of decomposed flesh and rotten yellow teeth, bulged down at him through its long shaggy black hair. It snarled.

"Damn!" O'Brian almost yelled, drawing his combat knife and standing up. The creature staggered forward, teetering for an instant at the edge of hole before falling in on top of O'Brian, knocking him back down to the ground.

The walker's head snapped forward, biting into O'Brian's shoulder and ripping out a chunk of flesh, spraying warm blood across Simms. O'Brian shrieked in agony and jammed his knife into the walker's temple with his other hand, puncturing through its skull with wet crunch.

Simms drew his knife and kicked the dead walker off O'Brian, before he could do anything else, another walker lunged at him from above. He fell back against the RPG7, the tip of his knife catching in the trigger guard as he tried to swing at the second walker.

Whoosh, the RPG fired, blowing a wall of flame across the foxhole and into the walker, blasting it into the back of the pit. The warhead streaked towards the road at an angle, leaving a long smoke trail behind it.

It impacted squarely on one of the rear mechs, blasting it to pieces with a sharp concussion that echoed through the woods.

A trio of mechs broke away from the group and marched up the hill, letting out a booming foghorn sound as they loosed a salvo of rockets at the RPG's location, disintegrating Simms and the walker in a series of massive blasts.

* * *

The radio turned to static.

"OP one is down sir" Jamil said somberly.

"Damn it" Weaver growled "They know we're onto them, they'll begin spreading out now."

The radio hissed to life again. "This is OP two, we're under attack!" A panicked voice shouted, rapid gunfire sounding in the background.

Weaver grabbed the receiver. "This is Captain Weaver, all observation teams fall back to the perimeter immediately!" he ordered.

"They're going to begin searching for and destroying our OPs" Weaver said, "That will leave us blind to the direction of attack, but we can't throw away lives"

"We've got a perimeter set up in each direction" he continued, pointing to a circle of green indicators surrounding the prison compound on the monitor. "we've also got a quick reaction force here" he pointed to a group of markers waiting on the road outside the prison gate.

"Whichever way they come, we'll be ready for them. We can't do anything until we know where the attach will come from, but once they hit us, we have to move." He looked Rick straight in the eye. "We can't hold the perimeter against this large a force."

* * *

Hershel finished a head count of all of the group's survivors. "We're all here" he called. Glenn held the door for Daryl to haul in the last bag full of ammunition and then shut and locked it.

"Everybody listen up." Hershel said "Everyone is going to need a gun, we'll separate into two groups and watch the doors from the second level. There's no telling how long we're going to be in here, so we're just gonna hold tight and wait for the battle to be over."

Daryl and Michonne started handing out weapons. Daryl offered Michonne an M4.

"No thanks" she said, drawing her katana and examining the blade "I think I'll stick to this"

"You sure?" Daryl said, "That ain't no horde of walkers out there."

Michonne hesitantly re-sheathed her sword. "I guess you're right" she muttered, slinging the katana on her back and picking up an M4. She checked the magazine and chambered a round.

"Where's my father?" Carl demanded from Hershel.

"He said he was going to find out what the situation was and he would come back here" Hershel said "You know he can take care of himself"

"I can take care of myself too" Carl snapped "We should be out there helping, not sitting in here waiting to die!"

"No one said we are going to die, your father is trying to keep us safe"

"He can't keep us safe from this!" Carl said "These things are going to blow down the door and shoot all of us if we sit here!"

"You know, the kid has a point" Pope stepped out from one of the unoccupied cells.

"What're you doing sneaking around in here" Daryl growled, grabbing his crossbow.

"I was just taking a little nap, and then you guys come in here acting all scared and shit, and now I'm locked in here with you" Pope smirked.

He vaulted down the stairs and walked over to the door. Daryl stepped in front of him.

"I'm going out to join the fun, is there anyone here whose not chicken shit that cares to join me?"

Daryl smashed the butt stock of his crossbow hard into Pope's stomach "Watch your mouth boy!"

"That's enough!" Hershel boomed, pushing between them. Pope straightened up, gasping.

He unlocked the door. "Get out!" he snapped at Pope, pointing towards the corridor. Pope staggered into the doorway.

"Anyone coming with me?" he asked looking at Carl.

Carl moved towards the door. "Carl, no" said Michonne.

"I need to find my father" the boy replied, slipping into the corridor after Pope.

"I'll keep an eye on him!" Patrick said softly, carrying a rifle and several clips "besides, I've always wanted to see an alien" the nerdy young man continued, adjusting his thick glasses.

"You two go find Rick and come right back here!" Hershel said, letting him out and locking the heavy steel door behind him.

The trio raced down the hall towards the prison yard.

* * *

Tom, Hal, and Ben waited tensely inside a large pickup truck near the prison gate. Tom sat in the drivers seat with Ben besides him. Hal mounted the heavy machinegun in the back.

The wood line was unnaturally quiet. Except to Ben.

Ben could hear everything, the rustle of small creatures in the underbrush, the adrenaline fueled breathing of the men in fighting positions around the prison, the moans of distant walkers, the individual pistons in the motor noise of the vehicles, and the enemy.

There were mechs advancing on the perimeter, a huge number of them, but the noise was diffuse and he couldn't tell where it was coming from. He could hear the skitters talking through their telepathic wavelengths…something about a two wave attack, and getting behind them. They were behind them, the mechs got closer.

"Their coming from the road!" Ben said "And they've got a group behind us!"

"You're sure?"

"Yes, dad, I'm sure"

Tom picked up his radio "Dan! They're coming from the road…"

The woodline erupted in smoke as dozens of rockets crackled out of the brush in a single volley.

"Hang on!" Tom yelled, flooring the gas petal as a salvo of rockets flew overhead towards the gate. The vehicle jerked forward towards the enemy.

The weapons impacted nearly simultaneously along the front of the perimeter, smashing the guard towers and prison fence with an earth shattering crackle of detonations that sent fragments of chain link, razor wire, and concrete screaming through the air in a deadly hail of shrapnel.

A billow of smoke and flame roiled up from the impact site as the heat from the explosions ignited the tall grass instantly, sending an intense wave of heat across the field.

"All units return fire! Return fire!" Tom screamed through the radio as the 2nd Mass perimeter lit up with a thunderous staccato of automatic weapons.

A mass of mechs pushed out of the woods like a wall of metal, the blue muzzle flashes on their guns blindingly bright as they sprayed magnetically propelled projectiles at the entrenched men and vehicles, the low boom of their collective foghorns almost drowning out the racket of gun shots.

Return fire from the 2nd Mass punched massive holes in the mech line, RPG fire blasting some to pieces as others broke down and ceased functioning under a hail of armor piercing rounds.

Hal pointed his Browning .50 cal machine gun at the advancing enemy and held down the trigger, the large weapon jumping quickly back and forth in its mount. A mech crumbled under the punch of the weapon, he turned his sights on another, and another. His ears were ringing painfully, broken only by the metallic clang of mech bullets hitting the metal shield on the front of the turret, leaving massive dents.

"We have to get out of here! We have to go!" he screamed, barely able to hear himself over the noise.

Tom maneuvered the pickup through the flames towards the remains of the prison gate, bouncing over tangles of wire and chunks of concrete. He pulled in behind the smoking husk of one of the watch towers.

* * *

Tom's voice exploded over the radio in the command truck. "We're getting hit hard!…Dan!…We need to retreat!"

"Sir" Jamil said to Weaver "We can't get the vehicles out through the tree line"

"I know that!" Weaver shouted. "We'll have to push through to the road!"

The green indicators on the front of the perimeter were going out quickly as others moved to their locations, forming a solid front between the prison and the Espheni mechs.

A series of rapid fire concussions echoed through the trailer as the anti-aircraft gun next door started firing.

Weaver pushed passed Rick and stepped outside the trailer, the air was humid and choked with smoke from the rocket salvo. Weaver ran up to the truck with the anti-aircraft cannon.

"What do you see!" he shouted,

"Beamers" the man replied "two of them circling above"

"Damn!" Weaver shouted, he ran back inside the trailer and grabbed the radio. "Tom, there are beamers overhead, you have to push to the road now, before they seal us in or bomb us, do whatever it takes"

"What about us?" Rick asked

"You need to load up your people and get them the hell out of here or you are all going to die" Weaver said levelly. "Looks like you are coming with us after all"

* * *

Pope, Carl, and Patrick ran out into the prison yard. The field in front of the prison was sheathed in smoke, muzzle flashes and a constant drone of gunfire echoed between the cell blocks. The fence was gone.

"This way!" Pope said leading them towards the back of the cell block, away from the fighting.

"Where's my dad?" Carl asked.

"He's probably back here with the others" Pope replied

They followed Pope to the back fence. He pushed aside a section of the fence and stepped through. Carl and Patrick followed.

The ground was littered with vehicle tracks. The trench line dug by the 2nd Mass was about fifty yards away through the trees. No soldiers were in sight.

" I don't think anyone's here" Patrick said, turning around to go back inside the fence.

"I wouldn't do that if I were you" Pope called, drawing a pistol from his waistband and pointing it at Patrick.

"Whoa!" Patrick said turning around slowly, holding his rifle in the air.

"Drop it!" Carl yelled at Pope, drawing his pistol and leveling it at his head "what is wrong with you!"

"I'm afraid you're the one who needs to put your gun down" a female voice said from the wood line. A blond haired young woman wearing civilian clothing walked towards them out of the woods.

Carl glanced back away from Pope as three skitters and a mech emerged from the bushes behind the girl.

Pope moved quickly, knocking the gun out of Patrick's hand and whipping him in the head with his pistol. Patrick fell to the ground, moaning and clutching this head. Blood ran from between his fingers.

"Put it down, or I'll cap him" Pope said, pressing the pistol against Patrick's head.

Carl hesitantly laid the pistol on the ground.

Two of the skitters jumped at Patrick, knocking him over. "Help!" he yelled "help!"

The girl giggled, "No one can hear you back here"

Holding him down with two of its legs, the remaining skitter jabbed Carl with an organic looking device it was carrying. His body convulsed painfully, and he blacked out.

"We've got what we need" said the girl to the mech, "Kill him" she motioned towards Pope.

"No wait!" Pope shouted.

The mech fired a burst of automatic fire, pumping his body full of rounds. As Pope fell the giant metal machine stepped forward, stamping his remains into an unidentifiable mass of flesh and bone fragments.

"Excellent" the girl said "Come with me"

The skitters and the mech followed her back the way they came, carrying Patrick and Carl.

End Chapter Four


	5. Abduction

There was a knock on the cell block door. The survivors inside jumped at the sound and aimed their weapons at the opening, Hershel slid up next to the bulletproof window in the top of the door and carefully peeked outside.

"Its Rick" he said, unbolting the door.

Rick burst into the room, slamming the door shut behind him. "We all have to get to the buses! The 2nd Mass is pulling out, and there are bombers overhead!"

"You heard him! Lets go!" shouted Glenn "Everyone stick together!"

The survivors moved out of the cell block door in a group, weapons ready. Rick did a head count, they were short two.

Carl and Patrick were missing.

"Carl!" Rick yelled at Hershel "Where's Carl!"

"He went looking for you along with that Pope fella" Hershel replied, "Patrick went with him"

"Get everyone to the buses. Take instructions from Captain Weaver. I'll meet you there!" he shouted, running out of the cell block and into the administration area, Daryl and Michonne followed him.

* * *

Tom squinted through the smoke at the battle from the ruins of the watchtower. The rain had put the fire out and the field was littered with smashed mechs, the last of which had crumbled under a hail of bullets a minute ago. The members of the 2nd Mass milled around the field, performing first aid, getting the wounded into vehicles and reestablishing the perimeter, waiting for the second wave.

They left the dead where they lay.

"Dad, I think they've retreated" Ben said from the seat next to him, aiming his rifle out the window at the woods "I can't hear them anywhere"

"All units" Tom instructed through his radio, "push out to the road"

The 2nd Mass reassembled their convoy and drove down the road in a staggered column, with single file lines of vehicles staggered on either side, moving quickly.

Tom pulled the pickup into line with them, the tires churning over the mud and rubble. Hal reloaded the .50 cal.

"Dan, they've pulled back" Tom said to Weaver over the radio "You are clear to move out"

On the field behind them the dead slowly staggered to life, one after another, hissing and snarling as they lurched through the wet grass towards the prison. More walkers came out of the trees, lured by the noise.

* * *

"Lets go! lets go!" Glenn shouted as the survivors piled into the metal buses in the prison yard. Hershel took the drivers seat and shut the door.

"Lets give them a few more minutes" he said

There was a rap on the door and Glen motioned for Hershel to open it. Matt was standing outside, soaked from head to toe and carrying his carbine.

"Weaver wants you to follow us" he said

A high pitched whine filled the air, and the anti-aircraft gun in the prison yard began firing steadily, sending a stream of bright yellow tracers into the cloudy sky.

Glenn looked up out of the bus as a beamer swooped low over the field, releasing ordinance. A blinding blue flash came from the field a second before the ground rattled under a shockwave that slammed into the side of the bus, throwing Matt down on the concrete and knocking the wind out of Glenn's chest. A fire ball lifted into the sky from the field.

The beamer was targeting the walkers.

The command truck and the other vehicles pulled out of the gate and down the road, the anti-aircraft cannons firing as they moved.

A second detonation shook the ground as a blue fireball consumed cell block C a few yards away. Glenn dragged Matt into the bus as Hershel pulled off after the command truck, the bus bouncing and swaying over debris.

"What are you doing!" Glenn shouted at him "We have to wait for Rick!"

"I promised Rick I would keep you safe!" Hershel barked, flooring the pedal. Walkers slammed against the side of the bus with a dull thumping sound as the vehicle drove over the remains of the gate and roared down the road behind the 2nd Mass.

* * *

Carl opened his eyes groggily and the scene around him came slowly into focus. A concrete ceiling with pipes running along it. His head ached and he felt nauseous.

He was laying on his back on a table in the middle of the room, missing his shirt and one of his shoes. He tried to move, but his arms were restrained at his sides by thick leather straps. He sat up as best he could and felt for his holster, it was empty. The room was small and made of concrete with a heavy metal door at the end. Tubes and devices of an unknown nature hung from the ceiling over him, letting out a steady hum.

Yelling and pounding came from outside the room, along with unrecognizable animal snarls and baying.

"Hey!" Carl shouted at the sound, struggled against the restraints "Let me out of here you assholes! I'm not afraid of you! Y'all are going to pay for this!"

There was no answer. He collapsed back on the table, the metal freezing under his bare skin.

"Patrick!" he shouted "Patrick can you hear me!"

The bolt on the door dragged back with a metallic grating sound, and a skitter walked into the room. It moved up next to Carl and peered intently at his face, its small black eyes glinting with unmistakable intelligence. It ran one of its three fingers down his cheek.

Carl flinched at the touch, struggling against his restraints. "Get off me!" he shouted.

The skitter backed away from the table as the girl from the woods entered the room.

"Hello" she said, "I'm Karen"

"What have you done with Patrick!" Carl yelled at her "Where am I!"

"Don't worry" she said mockingly, "Patrick is safe. We have a lot of questions for you"

She stiffened suddenly and moved to the side of the door, facing Carl with a blank look in her eye.

"You have information that we desire" she said in an unnatural monotone voice.

Another alien came into the room. It was slender and incredibly tall, the top of its head touching the ceiling as it crawled in through the door. It was dressed in black and had long slender point like arms which reached almost all the way across the room, ending in tiny hands. It had two black eyes set in a pale white face, which was flat except for a pair of gill like nostrils.

"You are one of the human resistance?" Karen asked in a monotone voice. Carl glanced over at her.

"Look at me!" she said as the alien leaned closer. The side of its face was burnt and twisted.

 _Or would you prefer to communicate like this._ A disembodied voice burned into Carl's head.

He looked at the alien, trying to banish the voice.

 _I can see your fear, where are the rest of the humans headed?_

"Shut up!" Carl shouted at the creature.

The skitter came back over to the table, carrying an organic looking staff with a blue glow shining from the tip. It slammed the head of the staff down onto Carl's stomach. His vision blurred as incredible pain shot through him like fire.

Carl screamed, thrashing against the restraints, as the alien withdrew the stick.

 _Where are the rest of the humans headed?_

"I won't tell you!" Carl cried through the pain.

The skitter jabbed him with the stick again, this time in the ribs. The boy shrieked in agony and started sobbing uncontrollably.

Karen snickered.

 _WHERE?_ the voice came again, irresistible this time.

"There's a bunker…" Carl whimpered, "somewhere further south…"

 _Why are they going there?_

Carl hesitated. The skitter raised the stick again, moving towards his chest.

"No please! Don't!" Carl begged "they said there's nukes in it, Captain Weaver has a file, it's full of launch codes!"

 _Is Tom Mason with them?_

"Yes!"

The creature straightened up and backed out through the door, pulling it shut behind him with a clang. The skitter un-strapped Carl's restraints and turned him over, holding him face down on the metal table.

Carl struggled to escape, but the creature was too strong.

"It's ok" Karen cooed, bending down to look him in the eye. "You'll be one of us soon, and then all this will go away…"

The machine above him began lowering slowly with a loud humming sound. A fat worm like creature slithered out of the tubes. It landed on the table.

Karen picked it up and placed it on top of him. The creature let out a soft squealing sound as it crawl up towards his neck, wet and slimy on his exposed back. Four short tentacles latched onto the base of his neck.

Carl closed his eyes and gritted his teeth, expecting pain. But instead there was bliss.

He was connected, whole.

More whole than he had ever felt in his entire life. He knew everything, and could sense, everything. He was the universe, and the universe was him.

A thousand voices filled his head, he could understand them all. They were benevolent, beckoning him on to a great task.

 _This way_ , the skitter said walking out of the room, he sat up and followed.

* * *

The 2nd Mass convoy halted near an abandoned shopping mall as the sun set. The fighters parked in a semi circle front around the entrance to the store, the weapons on the cars and trucks aimed protectively outwards. It had stopped raining.

Hershel drove the bus inside the circle, parking next to the command truck and other non-combat vehicles. He pressed the button to open the door and sat back in the drivers seat, exhausted. _I'm too old for this_ he thought.

The 2nd Mass was unloading their wounded onto stretchers and stacking them around the medical bus. There were a lot of them, their cries and moans sounding eerily through the dying orange light. Dr. Glass and her medical staff moved from one to the other, performing triage.

The survivors got out of the bus, carrying their weapons and what ever other baggage they had managed to salvage from the prison. Matt exited at a run.

"Dad! Dad!" he called.

"I'm here Matt!" Tom yelled emerging from the chaos, he extended his arms and Matt ran into them.

"I'm so glad you're ok" Tom said embracing him.

Lyle and a group of soldiers with rifles, body armor, and tactical flashlights stacked up outside the mall entrance and broke in through the door. Sporadic gunfire echoed through the empty structure as the team, cleared it of walkers.

Glenn stepped out of the bus observing the scene around him. The reality sunk into him, Rick and so may others, they were gone. There was no more prison, no more safe haven.

"Glad to see you've made it alright" Weaver said walking up next to him.

"Not all of us…" Glenn replied.

"Where are we going?" Carol asked Glenn, the survivors crowded around him, waiting for an answer.

"They've taken everything from us" Glenn said tearfully "Rick…Daryl…Michonne. Carl and Patrick"

The group watched him in silence. "We owe it to their memory to continue on, to survive…and to make sure Espheni pay for what they've done"

He turned to Weaver "we are ready to follow your lead. Lets burn these creatures from the face of the planet, our planet"

"I'm sorry it came to this" Weaver said to Glenn, putting a hand on his shoulder "Welcome to the 2nd Mass"

* * *

The burnt Overlord stood in a psychic dimension. Others were with him in long hooded robes, half hidden by the eddies and swirls of the psychic energy that enveloped them.

 _The humans have discovered a functional nuclear weapons system, one we missed in our initial attack, Tom Mason is with them_

 _Your obsession with this human will lead to nothing but ruin_ Said one

 _We must not allow them to launch the weapons, the Volm Fleet is almost upon us and our mother ships will not return in time, we must not allow the shield to be compromised_ replied the third

 _The humans have disappeared from our sight, the location of the weapons is unknown_

 _Track them, find them, destroy them, any way you can_

The psychic dimension snapped out of reach, leaving the Overlord alone in his ship.

End Chapter Five


	6. Extraction

Rick moved through the damp forest as quickly and quietly as he could away from the prison. Daryl led the way ahead of him, watching the ground and underbrush intently for signs of tracks. Michonne brought up the rear. Thick pillars of black smoke rose into the morning air from the ruins of the prison behind them.

"I think they went this way" Daryl said, stooping down. He picked up a dry leaf and handed it to Rick, pointing to a brown crust on the top. "That's blood on here"

"Any way to tell whose?" Rick asked sadly.

"Can't say" Daryl said "It could be either of them. The only person we know it isn't is whoever that mess over by the fence used to be"

They had found Patrick's rifle and Carl's pistol on the ground next to the corpse, along with the mech and skitter tracks. It was obvious the pair had been captured, a thought that filled Rick with a cold dread, and just a small bit of hope.

He followed Daryl, thinking about the conversation they had had with Tom a few days before. _They target children for harnessing…once it goes on, it's very difficult to get off…_

"Right here" Daryl said, crashing ahead through the brush. "See look"

Rick and Michonne bent over the piece of ground.

"This is a mech track" Daryl said, pointing to a series of large deep oval shaped dents in the forest floor. "and this is not" he pointed to a slight depression in the mud next to the mech tracks.

"What is it?" asked Michonne

"It looks like a human"

"Carl!" Rick said hopefully

"I'm afraid not. This is definitely a girl, I picked up the trail back at the prison, I just wanted to be sure before I got your hopes up"

"What would a girl have been doing with the Espheni?" Rick said

"Your guess is as good as mine" Daryl replied, standing up.

The trio continued through the woods following the mech tracks.

After an hour of pushing through thickets and brush, Daryl finally stopped abruptly. He reached underneath a bush and pulled out a shoe. He tossed it to Rick.

Rick turned it over examining it carefully. "Its his" he said eventually.

"Whose?"

"Carl's"

"Are you sure?" Michonne asked

"Yes" Rick said "I'm sure"

He tied the shoe onto his belt. "I'll give it back when we find him" he said hopefully.

Daryl explored the area around the bush in circles, examining the ground carefully. "More blood" he said, tossing Rick a small stone.

There was a dark red splotch of blood on it, he touched it, and it came off easily on his fingers. "This is fresh" he said, "they've got to be close by"

"Exactly!" Daryl said and took off through the woods at a fast rate, the others following behind

The woodland began thinning out and eventually gave way to a field of tall grass and shrubs. Across the field in the distance was a row of abandoned factories, long crumbling buildings with tall brick chimneys. The trail led closer to the buildings.

A beamer flew low overhead with a high pitched whine, its engines glowing and the sun flashing off its silver hull.

"Get down!" Rick yelled and the three dropped prone in the grass. Rick drew his revolver.

The beamer flew out over the factory buildings and hovered to a stop over them, sitting motionless in the air for a second before descending slowly into the area.

"Lets go check it out" Rick said crawling forward through the grass "stay low and follow me"

The group inched closer through the grass, crawling on their hands and knees and listening intently for any noise that might indicate a walker or worse.

They reached the chain link fence surrounding the factories. Shredded green tarps were draped along it, and rusty barbed wire ran across the top. They stood up and walked cautiously, parallel to the fence, looking through the holes in the tarps and holding their weapons ready.

"Shhh!" Daryl held motioned for the others to stop and pointed at something through the fence.

"What do you make of this?" he asked Rick

Rick moved closer and looked inside. In the parking lot in front of the factory building was a large metal satellite dish, around two stories tall. It was made of shiny silver metal and the stalk was covered in tubes and other gadgets. Piles of building material were stacked around it, tubes and metal panels. A large number of people were clustered around ,constructing the huge device.

"I've got to get a close look" Rick said shuffling off quietly through the grass. He got closer to the scene and found another hole in the fence. The workers were children and teenagers, dressed in rags and covered in dust and mud. All of them carried some kind of organic mass on their backs and stared blankly ahead as they went about their work, carrying pieces back and forth, and bolting them in place.

Skitters and mechs watched over them intently.

"Those pieces must weigh six hundred pounds" Daryl whispered in amazement as Rick counted the number of skitters and mechs he could see.

"There's at least ten guards in the parking lot" he whispered, "Probably more inside"

"There's a mech on the roof too" Michonne added "more than one, it's a good thing we kept low"

Two mechs walked back and forth on the factory roof, looking out over the surrounding area.

"Do you think this is where they took Carl and Patrick?" Rick asked Daryl

"It sure looks like it"

"Hey, isn't that Carl?" Michonne whispered tapping Rick on the shoulder and pointing to one of the slaves. "Wait till he gets closer"

Rick waited as the far away figure walked to a pile of metal sheets nearer the fence. It was Carl, dressed only in a pair of shredded jeans and covered from head to toe in mud and grime. His blue eyes stared uncomprehendingly straight ahead and one of the organic creatures clung tightly to his back.

"Carl!" Rick shouted involuntarily and stood up, trying to climb over the fence.

"Be quiet!" Daryl barked, dragging him back down "You want to get us killed!"

The skitters in the parking lot began running quickly towards them.

"Shit!" Daryl said "Lets go, now!"

They stood up and ran back towards the woods at a sprint. The skitters clambered over the fence and took off after them in pursuit.

Michonne turned and fired her M4 at the lead alien. The rounds caught it in the head and it went down with a squeal, rolling over and over in a cloud of dust.

The other two skidded to a halt and began moving back towards the buildings.

Rick emptied his revolver after them, hitting one in the back with little effect. The ground in front of them kicked up in a spray of dirt as the mechs on the roof fired back.

Daryl grabbed Rick by the arm and pulled him into the woods after Michonne as rounds thudded into the trees around them, blasting branches and leaves in every direction. They continued running through the woods, crashing through thickets and bushes until they found a clearing and were sure they weren't being pursued.

"Those bastards!" Rick shouted, furious "I'll kill them!"

He threw his empty revolver down and collapsed on the ground next to it, his head in his hands. "Carl…" he cried "What did they do to him?"

Daryl put his arm around his shoulder and sat down next to him. "We'll get him back" he said with grim determination "We'll go back and we'll kill them all"

"How! With this!" Michonne said lifting up her rifle "With a single gun with half a clip of ammo? With your crossbow? With my sword? We might as well wear a suit of armor!"

"We'll get him back" Daryl said again.

"Your not thinking straight" Michonne replied "they have giant robots with machine guns and rockets. They have bombers for god's sake! You saw what they did back at the prison! We can't rescue him…"

"We'll find a way" Daryl said "We always do."

"Michonne's right Daryl" Rick said "We can't do this on our own. We need help"

* * *

Martinez stood watch on the makeshift barrier that separated Woodbury, Georgia from the rest of the world. The night was crystal clear after the storm the day before and the street outside the barricade was illuminated by clear moonlight.

He cradled his .30 caliber hunting rifle as he scanned the darkened road for walkers. There was movement next to one of the abandoned houses, something moved through the darkness, half reflecting in the moonlight.

Martinez shouldered the rifle and drew the bolt slowly backward, chambering a round. He waited for clear shot.

"Don't shoot!" a voice called, a human figure stepped out into the street, his hands up.

"Come closer and keep your hands up!" Martinez shouted, turning on a flashlight and aiming it at the man.

Rick stepped forward into the light with his hands up.

"Well, well!" Martinez exclaimed "Where have I seen you before? Are you alone?"

"Come on out!" Rick called behind him. Daryl and Michonne stepped into the flashlight beam.

"That everyone!"

"That's all of us" Rick said "I swear"

"Not good enough!" Martinez said "Lay face down, all of ya! If you move, I'll shoot you!"

Rick and the others complied, laying down on the asphalt with their hands over their heads. A second man walked up onto the barricade.

"Is everything alright?"

"Hold this and keep an eye on them" Martinez said, pointing to the group "I'm going to tell the Governor we've got a little gift for him"

A short while later the makeshift door in the barricade opened up and a handful of men with automatic rifles stepped out. They quickly frisked Rick and the others, confiscating their weapons.

"Come with us" one of them instructed, and trio followed him into the neighborhood.

The 'Governor', Philip Blake, was waiting for them.

He grinned sinisterly at Rick, his single good eye watching him coldly from next to black leather patch he wore over the second.

"Why are you here?" he asked, calmly, walking up close to him.

"We need your help" Rick said.

"Is that so?" Blake said. Without warning he lashed out with his fist, hitting Michonne in the jaw with a solid crack. She fell to her knees on the road, spitting blood.

Rick and Daryl lunged towards him and were quickly pushed back against the barricade by the guards, the rest of which aimed their guns at them. Two more tackled Michonne to the ground, tying her hands behind her with a length of rope.

"Take her to the pits and chain her up" Blake instructed, "I'll be along shortly"

Michonne struggled as she was hauled away. "Rick!" she shouted "do something!"

Daryl looked at Rick in disgust. Rick said nothing.

"Now, we can talk" Blake said "follow me"

He walked off down the street, the guards bringing Rick and Daryl along behind. A small crowd had gathered on the road as residents came out of their houses to see what was going on.

"Go back to sleep!" Blake snapped at the crowd as he opened the door to his house, "everything is under control!"

He motioned for Rick and Daryl to sit down on the sofa inside.

"Leave us" he said to the guards. The armed men withdrew.

He opened a dark wooden cabinet across from the sofa and produced a bottle of whiskey and a pair of glasses. He poured some in each cup and pushed up a chair across from the sofa.

"I'm sure you've come a long way" he said to Rick and Daryl offering them the glasses. Rick took his, Daryl just glared.

Blake shrugged and drank the shot himself, then pulled a black .45 pistol out of his jacket pocket and balanced it on his knee, the muzzle aimed straight at Daryl.

"What brings you here?" he asked Rick

"We have a common enemy" Rick began "Not walkers, not people, something worse"

"You mean these?" Blake reached behind the chair and picked up the decapitated head of a skitter, covered in dried blood. He tossed it to Rick, who let it roll to the floor with a meaty thunk.

"Yes" Rick said "I mean those. They have machines too"

"We caught this one all alone. It was sleeping under a bridge not far from here. Upside down, like a bat. We shot it down, and then this machine came out of nowhere, killed two of my men before we got away. It was worth it though, this'll make quite the hunting trophy" He nudged the head with his foot.

"There's more of them" Rick said "A whole lot more"

"Where?"

"In an abandoned factory, we can show you the way"

"And why would I be interested in taking on a factory full of these things?"

"A guerilla group came by the prison a few days ago. They were strong. Weapons, vehicles, over a hundred men, anti-aircraft. They call themselves the 2nd Massachusetts regiment. There's an organized resistance against these things, and they're part of it. They tried to defend our prison against an attack by these things, the Espheni. The Espheni forced them to retreat and then destroyed the prison. If they can do that to us, imagine what they would do to Woodbury if they track you down"

"So you want me to wipe out their force at the factory? Why, out of the kindness of your heart?" Blake said "what's in it for you?"

"They took my son" Rick said

"After everything you and you're group have done to me…" He leaned forward in his chair and cocked the hammer back on his pistol "Give me one reason I shouldn't blow your head off right now"

"We know where the 2nd Mass is headed" Daryl said "they have a code book with the keys to a nuclear missile silo, and they are headed there to blow these creatures back to what ever hell they came from"

Blake leaned back again and put the gun away, smiling. "Tell you what" he said "you help me get into that bunker, and I'll give you all the help you need. I'll even let that bitch who killed Penny go too into the bargain"

"How do I know you're telling the truth?" Rick said

Blake stood up and poured himself another whiskey.

"You don't" he grinned "you can stay here for the night. Tomorrow we'll go get your boy, and you will get me a nuclear silo"

"I want Michonne back tonight" Rick said

"As you wish" the Governor replied, opening the door and showing them out. "These gentlemen will take care of you" he said motioning to Martinez and another armed guard "Go get these people their woman back and then get them a room. When you're finished tell Mitch to get the tank ready, we may have to use it tomorrow"

"Yes sir" Martinez replied escorting them out.

* * *

The next day the people of Woodbury gathered in front of the Governor's house as he had requested, waiting anxiously for what he was going to say. A number of heavy army trucks, stolen from a National Guard unit, were lined up down the road. At the head of the convoy was a massive M60 Patton tank.

"This" Blake said, holding up the skitter head "is why we are all here today. There is a nest of these things not far from here, they are dangerous. Far more dangerous than walkers, and they will not leave us alone. You all saw what they did to Joe and Ryan. We have to keep our community safe, and that means we need to exterminate these things"

He threw the head down onto the porch. "Martinez, myself, and Mitch as going to fight for this community, and I call on everyone who can help to come with us. Who is ready to fight for their families, for their home"

A majority of the crowd raised their hands.

"Then go get weapons from the armory and get in the trucks"

The crowd moved off towards the armory as Blake turned to Rick, Daryl, and Michonne. "You three are riding with Martinez" he said, "I'll be in the truck behind, don't even think about playing games with me Rick, you should all know better by now"

The engine on the tank roared to life as the towns people piled into the trucks. The vehicles drove out the barricade and down the road towards the factories.

"What's the plan?" Rick asked Martinez.

"We're going to park the tank in the woods then shoot off a bunch of fireworks. It'll lure those aliens out, and by the time they figure out what's going on the tank'll blow them to kingdom come. Then we send the trucks in behind them to finish off anything left in the buildings"

"There are kids there," Rick said "We can't target them."

"Listen" Martinez said "things get dirty, that's the way it is. I'm here to kill every last one of these creatures, and I'm not planning on pulling any punches"

The M60 split off from the group as they approached the factories, ramming its way into the woods. The trucks parked along an overgrown maintenance track close by, within sight of the factory. Martinez looked through a pair of binoculars.

"What's that giant radar dish thing?" he asked

"We don't know either" Rick said "The slaves were building it"

A whistle followed by a crackling detonation sounded in the distance. Rick grabbed the binoculars from Martinez and looked over in the direction where the firework had come from. Another flew out of the tree line and exploded over the parking lot of the factory. Rick could see a party of skitters and mechs making their way across the field towards where the fireworks originated from. He counted ten of them.

Thud. The tank fired out of the woods, sending a shell into the center of the Espheni search party. A massive blast followed a few instants later blowing fragments of mechs and skitters into the air. The remaining mechs advanced on the tank's position, firing. A second shell blasted out of the woods, blowing away the remaining mechs.

"Lets go!" Martinez shouted and floored the pedal on the truck, racing towards the factory.

The heavy vehicles smashed through the chain link fence around the parking lot. The harnessed kids ran back inside the factory as the mechs on the roof jumped down in front of the vehicles, guns blazing. Rick ducked as bullets tore through the cab. Martinez didn't slow down,

"suck on this!" he yelled, ramming the truck into the pair of mechs, slamming them back against the brick wall of the factory. The wall crumbled under the impact, burying the machines and the front of the truck in a pile of bricks.

Martinez, Rick, and the others bailed out of the cab as the rest of the wall came down next to them with a deafening crash, kicking up a billow of dust.

The rest of the townspeople were already piling out of the trucks and milling about, looking for danger. No Espheni ran out of the building.

Rick picked himself up as a burst of machinegun fire from the tank announced the end of the last couple skitters.

Blake got out of his truck and stood on the hood, holding his Steyr A1 rifle in the air

"Everyone pay attention!" he boomed, "Lets go inside and finish them off" He jumped down and moved towards the open door of the factory, rifle at the ready.

The townspeople followed him in, cautiously.

The inside of the factory was dark and cool. Rick kept his now reloaded revolver ready, following the townsfolk through the cement corridors, and into the cavernous interior. Light filtered in through the dirty and half broken windows on the side of the building, illuminating machines and drums of abandoned materials piled in every corner, there was no sign of the harnessed kids.

The fighters from Woodbury explored the rooms around the main interior. Most of the rooms were locked behind heavy metal doors.

"Hey!" one of the fighters called into the main room, "I think I've found something.." A prolonged burst of gunfire rattled and echoed through the building, followed by screaming.

Rick and everyone else took off running towards the sound down the dark concrete hallway.

"Help!" a pair of terrified men ran around a bend in the passage, firing deafeningly loud burst of rounds into the hallway behind them "Its coming!"

They pushed passed the townspeople.

"Come on!" Rick said to Daryl and Michonne, he stepped around the corner.

Blood covered the floor and walls of the small cement space, the shredded body of one of the fighters lay in the middle, his belly torn open and intestines splayed out over the floor.

"What the hell?" Daryl said

A growling noise came from the ceiling above them. Rick looked up.

Clinging to the pipes was a green huminoid creature, its body covered in thick green scales. It had long hooked claws on its hands and feet, covered in blood.

The creature jumped down and slashed at Daryl with its claws. The swipe caught him across the chest, slicing a trio of long gashes into his flesh. Daryl screamed and fell backwards. Rick pivoted to fire at the creature at point blank range, but it was too fast. His shots cratered the wall across the hallway as the mutant jumped up onto him, digging the tips of its claws into his shoulder and dragging him to the floor. It climbed on top of him, raising its arm for a strike, but it never got the chance.

The creature shrieked as Michonne stabbed the katana through its body. It fell back, off of Rick, but it didn't die. Instead it lunged at Michonne, claws extended. Rick scrambled for his revolver.

A burst of shots slammed onto the mutant, blowing its head into fragments. It collapsed limply on the floor as Blake walked around the corner. He fired two more shots into the creature as he passed, the concussions echoing down the empty corridor.

Michonne helped Daryl up of the ground, gasping in pain.

"I'll get him" Martinez said, taking him onto his shoulder.

"Thanks" Daryl said as the two limped off together.

"Rick, are you ok?"

Rick was sitting on the ground, staring at the remains of the creature. "There" he said "on its wrist"

He pointed to the mutants wrist, it was wearing a watch. The device was fused into its arm as if the flesh had grown around it. "I think that thing used to be human" he said standing up and fighting the urge to vomit.

Michonne bent down over the corpse. "Not just any human" she said, sadly.

"That's Patrick's watch"

Blake walked calmly to the door further down the hall from the mutant's body and pulled it open. A large group of harnessed kids were inside, staring blankly ahead.

Rick scanned their faces frantically.

"Carl!" he shouted, overjoyed when he saw his son. Carl said nothing.

"Carl what's wrong with you?" Rick asked, waving his hand in front of the boy's eyes. He didn't blink.

"Come on, lets get them out of here" said Rick pushing the ragged, grime covered kids and teenagers out into the corridor. They responded docilely to his instructions, going where he led them.

"I'm going to get you help" he said to Carl, "there's got to be a way to get that this thing off"

They led the group of harnessed kids into the main room of the factory and out into the parking lot, Rick squinted in the bright sunlight.

The M60 was parked on the asphalt a few yards away, its engine idling.

"Mitch!" Martinez shouted, banging on the hull "lets get going!"

The hatch on the top of the tank slid open, and a massively built man popped out.

It was not Mitch.

He was wearing a black leather jacket and had a his dark hair trimmed in a buzz cut.

"Well! Well! Well!" he bellowed, pulling out a baseball bat wrapped in barbed wire, and covered in blood. He banged it on the side of the turret, smiling "Look what Lucille and I found in the woods! Isn't she a beauty!"

"Negan" Blake growled

End Chapter Six


	7. Ultimatum

Glenn and Tyreese crouched quietly in the bushes at the top of a hill overlooking the road below. Tecter, one of the snipers in the 2nd Mass, lay in the bushes next to them, looking down the scope of his massive .50 caliber sniper rifle.

The others carried the M4s they had brought from the prison, now with full loads of ammunition. Glenn looked down a pair of powerful binoculars at the road a few miles from the apartment complex that was serving as the unit's latest base of operations as they moved closer to the bunker.

"I see two of them coming down. Over there, by the bend next to the stoplight" He directed Tector's attention to two skitters moving stealthily down the road. The Espheni had been trying to pick up their trail since the battle at the prison, blanketing the area in small groups of skitters. They were easy prey for the human fighters, but it required constant counter-infiltration activity to ensure the 2nd Mass's position remained secret.

Tector adjusted the sight on his rifle. "Watch my back" he said to Tyreese. Tyreese fixed the bayonet onto his weapon and began watching the woods around them for walkers.

He squinted down the telescopic sight and pulled the trigger.

Wump. The muzzle flash kicked up a cloud of dust as the rifle fired. The round traveled through the air for a half second before blowing one of the skitters in two. The second one began running back around the bend and Tector fired again, splattering it into the pavement.

"Good shot" Glenn said admiringly.

"Well, I learned from the best" Tector said "I was a Marine before this"

He picked up the rifle and moved off down the hill. Glenn pressed the talk button on the radio he was carrying "Ambush is complete"

"Copy that" Tom's voice came back over the radio "Move back towards base and set up at rally point two, scouts have almost cleared the route ahead, we are going to move out in a few hours"

Meanwhile, Hal and Maggie rode down the road further south, it was deserted so far except for a handful of abandoned cars. Damaged and deserted strip malls lined the street, their windows mostly broken. A majority of the shops had clearly been looted. Their contents were spilled out all over the parking lots, piles of broken TVs and electronics, garbage, plastic bags, and other merchandise. They stopped by the burned out husk of a Seven Eleven.

"No sign of the Espheni" said Hal, he called in the route as clear.

* * *

Negan got out of the hatch and slid down the side of the turret onto the ground, as a handful of men who had been lying prone in the grass behind the tank stood up, aiming their rifles into the parking lot.

"We've been keep'in an eye on you for a while" he said to Blake, "The only reason we never told you whose boss was this little baby here" He patted the side of the tank "Now that she's mine, well, its time for you and the whole damn world to suck! My! Dick!"

"Drop your weapons!" Shouted one of the men from behind the fence "and kneel down with your hands behind your head! Now!"

The townspeople complied, putting their weapons down on the pavement. Rick, Daryl, and Michonne did the same.

"What do you want?" Blake asked coldly

"Well, seeing as I have the goods here I'm tempted to just take everything. But that wouldn't be very fair, now would it" He surveyed the group gleefully "seeing as I'm a fair guy, I'll just settle for two thirds"

"Two thirds of what?"

"Well, everything of course!" Negan chortled "Starting with those over there" he indicated the harnessed kids. "They're so funny looking with these things on their backs aren't they? We found a couple hauling scrap metal a awhile back, they're strong little buggers, and they'll do anything too"

"You touch them and I'll kill you!" Rick shouted

"Ooh big man" Negan laughed "Lucille doesn't like your attitude, but we can fix that" He cocked the baseball bat up over his shoulder and gave it a couple hard swings.

"Don't worry" He sneered at Rick "I'm not going to break your head. Just a couple of the kids over there"

He grabbed one of the harnessed kids by the arm, a young boy wearing a dirty jacket, and pulled him in front of the tank.

"Don't do this!" Rick said "You don't have to do this…"

"Well someone's got to teach you to behave" Negan laughed "Batter up!"

Automatic gunfire and shouting sounded from the woods across from the factory.

""What the fuck now!" Negan yelled at the men behind the fence "I'm busy!"

A pair of huge mechs stepped out of the wood line. They were larger than any Rick had seen before. Apart from their regular arms, they had a set of two long wing like extensions on their shoulders mounted with cannons. Heavy footsteps boomed across the field as the machines began running towards the humans at full speed, closing the distance quickly.

"Well what the hell!" Negan screamed "Shoot back you morons!"

The men behind the fence turned away from the parking lot and aimed their weapons at the advancing mechs, emptying their clips in a fury. The air whistled with rounds as the bullets ricocheted off the mechs armor plating.

Negan climbed back into the tank. "Blow these fuckers to pieces!" he shouted to the driver inside as he closed the hatch.

The tank's engine growled as it pivoted around to face the mechs. The tread lurched forward and the vehicle rolled off into the field.

"Lets go!" Rick shouted as the group picked up their weapons and herded the harnessed kids into the remaining Woodbury truck.

The tank fired at the mechs. It missed and the round detonated on a tree. The machines fired back with a barrage of rockets, ripping the tank, and Negan, to shreds in a huge fireball.

Martinez floored the pedal on the truck and drove off towards Woodbury.

* * *

Once the remaining humans were dead, the Overlord used a series of buttons on his chair to transmitted a stand down command to the mega mechs around the factory. They were operating at the maximum extent of their range.

Unless the relay at the terrestrial site could be finished the drones and mechs would be unable to receive a signal further south, which would hamper the pursuit of Tom Mason. Robotics were so clumsy and ancient, made of terrestrial materials and requiring radio signals and a million other things to function. This attack would delay their pursuit, but not for long.

 _Get another work party to the site immediately_ he commanded the skitter standing next to his throne.

 _Yes master_ it replied silently and scurried off into the bowels of the ship to dispatch more slaves, its legs clattering noisily.

He wished the Queen would allow them to engage the humans through the celestial realm. Then he would find Tom Mason, that impudent little human who had dared to lay hands on him, and plunge him into a fate worse than death.

Perhaps after the birth of the hybrid…

He watched an image of the truck speeding off through one of the many displays in the dark cathedral like room onboard his command ship. The humans in the truck were firing their weapons up into the air. He willed the Beamer transmitting the image to a higher altitude.

Waves of colorful psychic energy, visible only to him, extended into the ether, attaching to the ships controls and maneuvering it out of sight.

Next he reached out to the slaves on the truck, touching their minds one by one. With the harnesses on they were easy to see, and he could feel their minds drifting through the psychic dimension among the billions of others in his reach.

Abruptly, he reached out and connected with the one he had spoken to at the relay site, the one who could lead him to Tom.

 _Help us! Our guardian is dead, they killed him! It hurts…_ said the slave

 _Be silent_ the Overlord replied _I will see through your eyes and hear through your ears, you will not speak to them and you will accompany them to Tom Mason_

 _Yes,_ the human replied meekly

* * *

Captain Weaver traced the convoy's progress on the tattered topographical map showing the location of the nuclear missile silo. They were nearly on the marking.

"Lets hold up here people" he called into his radio

The 2nd Mass convoy came to a stop in the middle of the road. The land around them was clear and open with rolling hills and grass. No buildings off any kind marked the landscape. The vehicles pulled onto the shoulder in an alternating pattern, aiming their guns outward.

Tom opened the door to the command trailer, letting in a blast of hot humid air, he closed it quickly behind him as he stepped inside.

"Are you sure this is the right spot?" he asked

"As far as I can figure" Weaver said "The apartment complex we left was here" he indicated a dot on the map, "and we've come up the road about eighty miles, which should put us right next to it"

"There's nothing outside" Tom said, "Not even a tree"

"It'll probably be underground" Weaver said "I think you should take a small group and start searching the area for any sign of a tunnel or door of some kind"

Tom, Ben, and Matt formed a search party with several other 2nd Mass fighters. Dai and Anthony, a former BPD detective, came along with them. They surveyed the area around the convoy, working their way out in a semicircle on the right side of the road, there the entrance was supposed to be.

"I'm guessing that wherever the entrance was it was pretty well disguised" Anthony said, "Look out for anything that looks like an opening, it could be a trap door or made to look like an old mine shaft"

They continued through the oppressive heat, examining the ground for a long time "I don't see anything" Matt complained with a sigh when they were a fair distance from the vehicles "the map says we should have gone over it"

"If you're getting tired I can carry you back" Ben said

"I'm not tired, just hot" Matt replied rolling his eyes at his brother "and you're definitely not carrying me anywhere."

"It was just an offer" Ben said smiled "keep looking for the trap door then"

Matt banged on the ground with his boot "Nothing under here…"

"Hang on" Dai said suddenly, "that gives me an idea. If the entrance leads underground, then we might be able to detect it seismically"

"That could work" Tom said "but we don't have a seismic detector"

"Yes we do" Ben replied, tapping his ear

"You sure you could hear it?" Tom said

"Maybe"

Dai unclipped one of the grenades he was wearing on his bandoleer "This should do the trick"

He ran out several yards and pulled the pin out of the grenade, holding the safety handle down. "You ready?" he asked Ben

"Yup" Ben put his ear to the ground. "Everyone stay still"

The others laid down on the ground, waiting for the blast.

"Fire in the hole!" Dai shouted as he threw the grenade as far as he could and ducked for cover.

The grenade detonated, shooting a plume of dirt into the air with a loud bang.

"I got it!" Ben said excitedly, standing up "Its somewhere over there" he pointed towards a small gully.

The group walked over and began probing the ground.

"Yup, here it is" Anthony said

A large rusty metal handle poked up through the dirt. Anthony grabbed onto it and began pulling as hard as he could "This thing wont budge" he groaned. Ben stepped over and grabbed hold of it.

They pulled up a heavy steel plate which swung open on rusty hinges with a loud squeaking sound. Underneath it was a hole lined with concrete, about five feet deep, at the bottom of the hole was a massive rectangular metal door, like the front of a safe, with a handle on the bottom next to a keypad. It appeared in good shape.

"We found it" Tom radioed to Weaver.

Weaver arrived a short while later, along with Glenn and several others. He jumped into the hole, standing over the metal door.

"Now lets see if this was worth the trip down here" he said "I hope this thing still has power"

He opened the half burned folder and removed the page with the codes.

"It says here that the code was changed every couple days, this paper lists the codes ahead of time up to three days, including the day the Espheni hit Earth"

Tom climbed into the hole with him. "So which one do we use?" he asked "I'm guessing whoever was manning this thing had this same schedule, so the last code would be the one, if they never received a new copy"

"What happens if we get it wrong?" Matt asked, worried

"I don't know" Weaver said, "I'm guessing it'll move to some kind of emergency code, in which case we're screwed"

"Well. Here goes nothing" He selected the last code on the list and typed in the long sequence of digits.

After a tense moment, the door made a grinding sound.

"I think we did it" Weaver said, grabbing the handle and pulling it open "this thing's heavy"

The six inch thick steel door lifted out of the ground like a hatch, revealing a metal staircase going down into the earth. Cold air blew from the dark shaft, there were no lights.

"Hello!" Weaver called into the darkness. There was no answer.

"Ok" he said, picking up the folder and pulling a flashlight out of his belt "Lets go"

* * *

The remaining truck sped along the country road towards Woodbury with Martinez and Blake in the cab, the bed was stuffed with townspeople and harnessed kids.

Rick examined Carl's harness "We've got to get this thing off of him!" He said to Michonne

"I don't think you want to do that just yet" said one of the townspeople, a dark haired man with glasses named Milton. Rick recognized him from their previous encounter with Woodbury.

"These things look surgically attached, if you try to pull it out by force you might cause internal bleeding"

"That's a chance we'll have to take" Rick said darkly "I can't leave him like this"

The truck pulled in through the barricade around Woodbury and the survivors piled out as those who had stayed behind crowded around. A pair of cars were waiting on the other side.

"Everyone listen up!" Blake shouted

The crowd quieted down. "Rick and I have some unfinished business, we will be back soon, Andrea is in charge until I get back"

Blake opened the trunk of the second car, "Weapons!" he demanded, pointing inside.

"No way in hell!" Rick said, drawing his revolver.

Blake moved like lightening, snatching Carl and wrapping an arm around his neck.

"Let him go!" Rick shouted as he and Michonne pointed their weapons at the Governor.

The guards on the barricade pointed their rifles down at them as the crowd began to scatter. Daryl limped over to Rick's side.

"I don't want to hurt any of you!" Blake said "See, I don't even have my gun out! Don't be stupid, just put your weapons in the trunk and he can ride with you. I've been straight with you so far Rick, we can talk this out reasonably"

Rick thought for a second, then put his hands up, and placed the revolver in the trunk. Michonne still pointed her rifle at Blake.

"Come on Michonne" Rick said, "We don't have a choice here. Just trust me"

Michonne lowered her weapon slowly and put it in the trunk, Daryl did the same.

"Smart" Blake said. He motioned for Rick and the others to get in the car.

Rick got in the drivers seat and Daryl got into the back. He groaned as he rested against the seat, feeling the bandages along his chest "This is going to take some time before I'm at a hundred percent" Michonne sat next to him.

"Let him go!" Rick yelled out the window at Blake.

"I'm afraid I can't do that Rick" He smirked, he dragged Carl around the back of the car and shut the trunk, then shoved him into the passenger's seat.

"You son of a bitch!" Rick shouted, opening the car door.

"Sit back down!" Blake snapped, drawing his pistol and placing it against Carl's temple.

Rick collapsed back into the driver's seat.

"Now drive!" Blake yelled to Rick, then to the men on the barricade "Get out of our way!"

The men opened the gate and Rick began driving south, the Governor following behind with Carl.

* * *

The narrow metal stairway led a long way down into the tunnel, illuminated only by the flashlight beams of the 2nd Mass as they descended carefully. Eventually the stairs ended in a wide tunnel made of concrete archways, the air was cold and damp.

Weaver shined his flashlight around, looking for a light switch, he found a large bank of switches and began turning them on one at a time.

Lines of incandescent lights on the ceiling turned on, illuminating the passage in a yellow glow.

Weaver switched off his flashlight and looked around. The concrete tunnel ran for several yards underground before ending at a huge metal door, painted green and with a small window, there was no handle.

"It looks like this place must have had some kind of emergency generator" Tom said

"Maybe there's survivors down here" Glenn wondered

"It would make sense" Tom replied, "These silos were built to withstand a direct hit from a nuclear bomb and supply the inhabitants for months at a time"

He examined the massive metal door. "I'm guessing this is built to open only from the inside" he said

"Hello! Hello!" He called banging the butt of his AK47 on the door with a dull thunking sound. There was no answer from inside. He shined his flashlight through the small window, then jumped back as a walker dressed in a decaying Airforce uniform slammed its head into the other side, gnawing silently at the light from behind the thick glass.

"Well, I guess that answers our question" Weaver said

"That door's a foot of solid steel" Tom said, "We'll have to find another way in"

"We can't tunnel through solid rock" Weaver replied, disappointed.

"We may not have to" Tom said with a burst of inspiration, "These are false floors"

"What do you mean?"

He walked over to the wall of the tunnel and pointed to a thick strip of rubber, around six inches thick, running along the edge of the wall.

"Nuclear bunkers made in the 60s were often built with the floors sitting on top of huge springs, to allow them to absorb shock during an attack. That means that if we can get underneath this concrete block, we may be able to place a charge under the door and blow our into and out of the next room" Tom suggested "It won't be easy, though, these floors are built with concrete mixed with epoxy"

"Well" Weaver said "Easy or not it may be our only chance to get past the door"

He turned to Glenn and Dai "Go get some picks and as much C4 as you can carry"

"You may not need to make a big hole" Matt said

"No" Tom replied "Out of the question"

"Come on" Matt said, "You know none of you will fit under there, and you said yourself the floor is really hard to dig through. Please, I want to help!"

"He might be right Tom" Weaver said "We'll be careful"

Glenn and Dai returned with the picks and a backpack filled with explosives.

"Ok everyone" Weaver said "Lets get to work"

Ben and Anthony grabbed the picks and started chipping away against the edge of the floor, tearing up the rubber and knocking little bits of concrete off the edge.

"This is going to take a while" Ben said

"We just need it wide enough to for Matt to get in" Weaver said to Tom, "I'll make sure he's safe. You know you can count on that."

"Yes I do Dan" Tom said, patting him on the back.

* * *

Rick drove the car down the dark highway as the sun set, glancing back obsessively in the mirror towards the car Blake was tailing him in.

"Can you see them?" he asked Michonne again, "Is he ok?"

"Yes" Michonne said "He won't do anything to him now, he needs him alive"

"I'm going to kill him" Rick said resolutely "I'm going to kill him and I'm going to do it slow"

"I'll help" Daryl said from the back "the bastard"

"We can't do that" Michonne replied.

"What do you mean?" Daryl growled

"It's not us" she said "we don't kill in cold blood"

"You know what he is" Rick said "You know what he'll do if we don't. We'll get Carl back, and then we'll kill him."

They drove on in silence for a while.

"Watch out!" Michonne shouted

A large truck shot out across the road and blocked the avenue.

Rick slammed on the brakes and the car screeched to a halt, throwing him into the steering wheel. The second car stopped hard behind him.

A bright spotlight shined out of the truck into the road and onto the windshield of the car.

"Come out of the vehicle slowly with your hands up" a male voice on a megaphone shouted.

Rick stepped out of the car, with his hands in the air, Michonne and Daryl did the same.

Blake got out of the car behind them carrying his pistol.

"Drop it!" the man on the megaphone shouted, Blake laid the gun down on the ground slowly.

A line of soldiers carrying rifles emerged from the darkness around the road and surrounded the cars.

"Rick?"

Glenn stepped into the spotlight, wearing camouflaged fatigues and carrying an M4. He stared at Rick in shock.

"Glenn!" Rick exclaimed

"Its OK!" Glenn shouted to the other fighters "I know them, they're good people!"

The 2nd Mass members lowered their weapons as Glenn drew Rick into a strong embrace.

"How?" he said to the three of them "We thought...I mean…back at the prison, we saw the explosion!"

"We did too" Rick said "We tracked Carl and Patrick into the woods, they leveled the prison, we thought you were gone…"

"We made it out" Glenn said, "I didn't want to go, but Hershel took off anyway"

"It's OK" Rick said "I would have done the same"

"Carl and Patrick are with you!"

"Carl is…" Rick said "He's in the car back there, he needs help"

Glenn and Rick sprinted towards the rear vehicle. Glenn stopped up short when he spotted the Governor, handcuffed and restrained by Tector.

"You! What are you doing here!" he shouted, leveling his rifle at Blake

"Whoa cool it!" Tector said, motioning for Glenn to stand down.

"You don't know who that is!" Glenn shouted "You don't know what he is!"

Blake grinned ominously back at him.

"We'll deal with him later" Rick said, lowering the muzzle of Glenn's rifle with this hand "Just help me get Carl"

"My god!" Glenn said, looking at Carl "What happened to you?"

He stared at Rick when the boy didn't reply. "Did he…"

"No" Rick said "It wasn't Blake, it was someone, something, worse. We need to get him to the doctor"

Glenn and Rick got into the car and drove off down the road towards the medical bus.

Dr. Glass ran out of the vehicle as they pulled up.

"What's doing on?" she said when she spotted Rick "who's this?"

"He's with me!" Glenn said "his son needs help!"

"Get him inside!"

Dr. Glass cleared off a table.

"Lay him down on here" she said "We need to get this harness off him right now"

Rick and Glenn maneuvered Carl onto the table, face down.

Dr. Glass reached into one of the many compartments in the bus and retrieved a blowtorch.

"What are you going to do with that!" Rick asked

"You are going to do what I tell you" she said, reaching for an IV bag full of fluid and handing it to Glenn "hold this up high" she ran out a short line and hastily fastened a needle to the end "just keep it flowing"

She stabbed the needle into Carl's wrist. "It's morphine" she explained to Rick "It'll keep him from going into shock"

Tom and Weaver entered into the bus.

"Rick!" Tom said

"Hello Tom" Rick replied

"I thought…?"

"I know, we all did" Dr. Glass said "Right now we need to get this off"

Carl stiffened on the table and turned his head slightly "Tom Mason" he said in a hoarse monotone voice.

"Shit!" Weaver yelled at Rick "You brought him here with an active harness!"

"I didn't know what else to do!" Rick shouted advancing towards him "I had no where else to go!"

"Do you know what you just did!" Weaver screamed at Rick, pushing up against him.

"Both of you!" Dr. Glass said "Shut up and pull!"

Rick, Tom, and Weaver grabbed hold of the harness and pulled up, lifting it up slightly off Carl. It was connected by long thin spines, stuck deep into his back.

A smell like burning rubber filled the air as Dr. Glass turned on the torch and began cutting away at the spines one by one.

The harness let out a quiet squealing noise as it began to pull loose.

"Jesus.." Glenn said, disgusted "That thing's alive!"

"Not for long" Dr. Glass said as she cut the last spine loose.

Tom grabbed the free harness and threw it outside the bus, then stamped on it until it stopped squealing.

"What do we do now?" Rick asked

"Now we wait" Dr. Glass said "Sometimes this takes a while"

A short while later, Carl began blinking slowly. He licked his lips and then turned his head to the side, looking at Rick. His eyes had life in them again.

"Dad…?" he said in a hoarse whisper

"Yes, I'm here." Rick said gently "I've got you"

Carl rolled gingerly onto his side.

"Oww" he groaned, rubbing his eyes "What happened?"

He started coughing hard and Dr. Glass appeared with a canteen

"Here" she handed it to him, helping him sit up.

Carl grabbed the canteen with both hands and began drinking in large gulps. "I'm so thirsty"

He looked around the bus, then at Rick and the others.

"What happened?" he asked "where are my clothes? Owwwww…" he grabbed at his side.

"Better take it slowly with the water" Dr. Glass said "You've been dehydrated for a while"

Memories flooded back to him, Pope, the girl in the woods, the Overlord.

"Dad" he said, looking at Rick with fear in his eyes "I'm sorry, I told them, I talked"

"Told who what?" Rick said

"It hurt so bad, I couldn't help it…"

"Who did you talk to?" Weaver demanded

"The enemy" Carl said "I told them about the silo, about the nukes. They're coming, they're going to destroy you this time. You're all in danger"

End Chapter Seven


	8. Choices

Ben and Anthony continued chipping away at the false floor of the silo, their picks clanging rhythmically as they widened the hole along the edge of the wall.

Anthony leaned his pick against the wall of the tunnel and sat down to rest, next to Matt.

"I'm sure glad its cool down here" he said to Ben, wiping his forehead with his shirt sleeve "Look at you! You're not even sweating!"

"That's my brother" Matt said, "Like Superman with spikes"

Ben laughed and gave the edge of the hole a few more swings.

"There" he said to Matt "try it now"

Matt walked over to the hole and pointed his flashlight down into it. There was about a two feet between the floor and the bottom of the tunnel, massive rusted springs were set like pillars, holding up the floor. Matt lowered himself into the hole feet first, squeezing in between two of the springs.

"You fit squirt?" Ben asked

"Yes" Matt said, pulling and struggling his way out "but just barely. Oh, and don't call me squirt"

"Sorry" Ben said "at least you can fit, I probably couldn't, you know, with my spikes and all…"

Matt rolled his eyes at his brother and Anthony pulled a block of C4 out of the canvas bag. He attached two electrical detonators to it, and tuned them to his radio.

"Here you go" he said, handing the device to Matt. "you need to place it on the other side of the door. Stick it to the underside of the floor and get back out, you'll only have to crawl about ten feet"

"ok" Matt said, moving over to the hole. "Where's Dad?"

"I'll get him" Ben said and ran up the stairs out of the bunker.

Matt crawled into the hole head first, holding the block of C4 in one hand and his flashlight in the other. He squeezed between the first row of springs "I can't turn around!" he called to Anthony.

"Its ok!" Anthony said "just keep going forward and I'll guide you back out"

It was pitch black, the flashlight illuminated one small spot at a time as Matt squirmed between the metal coils, moving closer to the door. The ground under his stomach was wet, soaking through his shirt. _Please don't be spiders in here…_ he thought _… or crawlies…_

"Don't think about that" he whispered to himself. The line of springs ended at a large concrete block, which reached almost to the floor. That's got to be where the door is. He tried to squeeze under the block, but the space was too small. He pushed is arm through, holding the flashlight, and laid his head down sideways, looking up under the block. There were more springs on the other side.

Matt reached as far as he could past the concrete block, but his arm was too short to reach the underside of the floor.

"Come on…" Matt stretched as hard as he could, trying to find something to stick the C4 to. He dropped it.

"grrr" he groped around in the dark, feeling for the device, getting more claustrophobic by the second. Finally he found it and stuck it onto the far side of the concrete block, then began backing up slowly.

"Anthony! Ben!" he shouted as he crawled.

Matt jumped as something grabbed his foot, hitting his head one of the springs. "Ow!"

"Sorry!" Anthony's voice came from behind him as he grabbed hold of his leg and pulled him towards the entrance. Anthony pulled Matt slowly out of the hole, feet first, until he was laying back on the top of the floor.

Tom was standing in the tunnel watching him.

"Good job" Tom said, "lets go"

Matt stood up and followed Anthony, and Tom out of the tunnel, rubbing his head and brushing mud, grease, and rust off his clothes.

Once they were out of the silo, Anthony keyed into the detonation frequency on his radio.

"You do the honors?" he asked Matt, handing him the radio. Matt pushed the talk button, and the ground under them bounced as a low rumbling sound echoed from the tunnel.

"That ought to do it" Tom said as he led them back in. The acidic smell of the detonation and a cloud of fine dust hung in the air. The lights were out, burst by the overpressure of the blast, and crushed glass crunched beneath their feet. Tom explored the around the room with his flashlight.

The door remained intact.

Anthony looked through the small thick window into the dark corridor beyond. The inner side of the window was covered in blood and brain matter.

"Looks like we broke through" he said, "now we just need someone to open the door"

"What about the zombies?" Tom said "I don't want to send Matt back under there"

"I can handle it Dad" Matt said "we have to get in somehow"

Anthony drew his pistol and handed it to the boy "If any of them are still alive, aim for the head"

Tom ruffled Matt's curly blond hair and gave him a long hug "Go" he said

Matt took a deep breath and crawled into the hole again.

Tom pressed his ear against the door and held his breath, straining for the slightest sound. His heart beat heavily. Scratching and thumping came from the other side of the door.

A pair of gunshots banged through, muffled by the steel.

"Matt!" Tom shouted "Matt!"

A grinding sound came from the door and it swung open slowly. The corridor behind was covered in pieces of shattered concrete, blood, and intestines. The remains of the walkers were blasted all over the place in a gory mess around a jagged hole in the floor a few feet away from the door.

Matt was standing behind the door, covered in grime and blood, and clutching the pistol tightly in both hands.

Tom ran up to him

"Are you hurt!" he asked frantically, checking him for injuries.

"I'm fine!" Matt said "I shot one that was still moving"

"Go get Weaver and tell him we got in" Tom said to Anthony

"Yes sir!" Anthony ran up the stairs to the surface.

* * *

Carl, clean and dressed in new clothes, sat quietly on the bumper of the medical bus, his breath fogging in the cool morning air.

"Do you want to talk about it?" Rick asked, sitting down next to him.

Carl shrugged "It was kind of hard to describe"

"Do you remember anything?"

"Not after they put that thing on me…I remember feeling…different. Like I was someone else, the only thing after that is waking up here"

"They hurt you bad?"

"Yes" Carl said quietly, blushing, "I remember that part"

A strong and burning anger grew in Rick's heart as he listened. An all consuming desire for vengeance, directed at the Espheni, the walkers, the whole damn world. Struggling to survive each day, trying to keep Carl safe, he had been a fool, a damn fool.

There was no surviving this, there was no safety, it was kill or be killed. He would never stop, he vowed to himself, not until the Espheni had been wiped from the face of the planet.

"You have nothing to be ashamed of" he said to Carl, putting his arm around his shoulder, carefully avoiding the remains of the harness on his back.

"Do you hate them?" he asked

"Yes" Carl said without hesitation

"That's good" Rick said, "keep it alive within you, it will help you fight"

"I guess so" Carl replied

"By the way" Rick said "I found these while we were tracking you through the woods"

He pulled Carl's hat and pistol out of his bag, and handed them to him.

"Thank you" Carl said, "I thought I lost them" he put on the hat and holstered the pistol.

"Welcome back" Rick said, "You're a good man"

* * *

Weaver examined the remains of the walkers in the hallway behind the blast door, poking through the gore with his boot. "What are you looking for?" Tom asked

"A key" Weaver said "There should be two launch keys"

Tom moved passed him into the silo along with Glenn, Tector, and several others, exploring the branching rooms off of the main corridor. There was no sound in the musty passage except the echo of their footsteps

Tom pushed open the door to the first room, leveling his AK-47 as he walked carefully into the entrance, feeling for a light switch. The eerie yellow lights clicked on, illuminating a large dormitory. All of the bunks had sheets on them and civilian luggage and items were strewn across the floor.

In the corner of the room was a pile of dried out bodies. They were sitting against the wall in a row, slumped forward, their heads blown into fragments. The wall behind was encrusted in thick black splatters. The one on the end was leaned back, the muzzle of a rifle still stuck in his mouth.

"I guess they got tired of fighting back" Glenn said somberly

"Lets keep looking" Tom replied, "We'll bury them outside the bunker"

He turned the lights off and walked back out into the corridor, closing the door quietly behind him.

* * *

The Overlord stood on one of the arms of the enormous structure which loomed three thousand feet over the Atlanta skyline. The fortress was heavily guarded by hundreds of Beamers, docked in its four protruding wings. Dozens flew in and out, summoned by Espheni forces in the field, their bright blue engines shooting across the clear early morning sky.

There were thousands of structures around the planet, waiting for activation. The trio of gargantuan metal legs on which the structure was perched were surrounded by mech patrols and force fields, as well as a steady trickle of infected humans, which wandered aimlessly into the force fields in small groups, dissolving on the wall of energy.

The final preparations for the activation of the Grid were complete. The Grid would block the approaching Volm fleet from entering the atmosphere, allowing time to finish the Queen's work.

A tendril of mental energy reached out towards him from the sky, and he took hold of it, becoming transported into the psychic realm.

 _We are ready_ he told the others

 _The shield must not be disrupted_ one replied

 _Even if the humans destroy a one of the motherships, it will only open a momentary gap_

 _Your task is critical, if the silo is not destroyed the humans may bring down enough motherships to permanently damage the Grid, the Queen would be much displeased.._

 _I will not fail_ the burned Overlord replied, dropping back into the physical realm. In three months, the Grid would irradiate the surface of the planet, leaving it uninhabitable except to those genetically engineered by the Espheni. Human life on the surface was finished, it was only a matter of time, but Tom Mason would die much sooner. Rows of gigantic mechs were lined up outside the factories on the outskirts of Atlanta, powered down and waiting for the relay to amplify the command signal emanating from the Moon.

 _Work faster!_ The Overlord telepathically ordered the slaves around the relay. The harnessed humans swarmed like ants over the large silver dish, emplacing the last components as directed by their Skitter handlers. The massive structure was nearly complete, and in a few hours he would be free to unleash the full fury of his forces on the humans.

* * *

The massive steel blast door, leading to the control room of the silo, was sitting ajar at the end of the hall. Tom entered through the open edge, flipping on the lights and scanning the room with his weapon. Electronic consoles and digital screens covered the back of the large round room, an amalgamation of old computer hardware covered with flip switches and flat panel displays. The floor was littered with papers and floppy disks.

A walker stumbled towards him, dressed in fatigues, reaching out with a decayed hand, moaning.

Tom fired a single shot into its face with an ear shattering bang, spraying blood over the room, the walker collapsed in front of him.

Weaver stooped over the corpse and retrieved a large key ring from the walker's belt.

"This is what we need" he said shouted to the others, holding up a large thick key "This is one of the launch keys, there are two of them. We are going to need both to fire the missiles. We need to search this place from top to bottom people!"

The others spanned out over the silo, searching the rooms off the corridor for the key. Tom and Weaver searched the control room, peering under consoles and shifting among the papers on the floor.

"Shhh, did you hear that?" Weaver said suddenly.

A scraping noise came from somewhere behind the control console.

"There's someone in here" Tom whispered, walking quietly along the banks of computer hardware, listening for the source of the noise. He stopped next to a large cabinet.

"Get ready" he mouthed. Weaver readied is SIG 556 rifle, pointing it at the cabinet.

Tom grabbed hold of the edge of the cabinet and pulled it violently away from the wall.

"Drop your weapon!"

A young man wearing an airforce uniform was hiding in the space between the cabinet and the wall, he had a shaggy beard and hair. He was clutching a pistol tightly in his quivering hands, aimed straight at Weaver's head, with a wild look in his sunken eyes.

"Drop your weapons!" he said again in a hoarse voice "you're in a restricted area!"

"I'm afraid you got this backward son" Weaver said, moving closer with his rifle. Tom circled around the other side of the man, his AK 47 ready.

"I will shoot you!" the soldier continued, pointing his gun frantically between Tom and Weaver

"I believe you!" Tom said, lowering his rifle and raising his hands up "we only want to help. We're Americans, we've come to help you fight back. I'm Tom Mason and this is Captain Dan Weaver."

Weaver lowered his muzzle and soldier reciprocated, slowly holstering his pistol, and watching Weaver cautiously.

"What's your name?" Tom asked

"Airman Morris sir" he replied

"Are you alone? How long have you been here?"

"We've been here since the beginning, ever since they detected the ships, we were just supposed to stand by and then all the communications went out. They all went crazy sir, they shot themselves, there was nothing I could do to stop it. The sergeant tried to launch the missiles without orders, and then I…I shot him. Everyone else is gone, they all just gave up…"

"Where's the other key?'

"You have the other key right?" Tom asked

"Yes sir, the sergeant tried to take it from me, and I shot him. I've been trying to help them, keeping them alive until a relief party got here. That's why I turned all the lights off, they can't see you in the dark"

"I understand" Weaver said "Come with me, we'll get you taken care of"

* * *

Outside the control room, the 2nd Mass was busy unloading supplies and weapons into the silo. The vehicles were too vulnerable above ground and were going to be hidden further down the road. Everything had to be unloaded from the vehicles and into the silo, weapons, rations, ammunition, medical supplies, and the contents of the command truck. The anti-aircraft cannons would be placed along with snipers in the ditch around the entrance to the silo, giving prior warning of an Espheni attack.

"Can you hear that?" Carl asked Ben as they stacked ammunition along the edge of the dormitory wall, covering up the stained area where the bodies had been.

"Hear what?"

"It sounds like water"

"It's probably just the pipes" Ben said, "these silos have running water"

"But why can I hear it?" Carl asked

"It's these" Ben said indicating the spines on Carl's back.

"They don't know why" he said "but the remains of the harness increase your reflexes, your strength, your hearing, and you don't get tired"

"I've figured out the tired part" Carl replied

"Here" Ben said, "try this"

He grabbed hold of a large crate of ammunition, lifting it like it was made of paper.

"Catch!" he said, tossing it to Carl

"Whoa!" Carl jumped aside and the crate slammed into the floor with a loud smash "watch it!"

"Don't be scared" Ben said "You can catch it, here, throw it back"

Carl grabbed hold of the crate and lifted with his whole body, expecting it to be too heavy to move. Instead it lifted immediately.

"Wow!" he said his blue eyes glittering "It's so light! This is awesome!"

"That's nothing" Ben said, smiling back "I once jumped of a four story building, and I can hear radio signals"

"No way!"

"You probably can too, there just isn't anything to hear anymore, unless the enemy is close"

Carl stacked the crate on top of the others "I hear something now" he said

Ben heard it too, a buzzing, starting low and then growing into a crescendo of unbearable ringing that filled his ears, leaving him disoriented.

Carl was clutching his ears in pain as well. "What is that!" he shouted.

They stumbled out into the main corridor, Rick was standing entrance way.

"Y'all better come see this" Rick called to the others "I don't know what it is!"

Glenn, Tector, and several others ran towards the surface, followed by Weaver, Tom, and Airman Morris.

"Dad" Carl asked "what's going on?"

"Don't know, but it's like nothing I've ever seen before"

Ben followed them up the stairs towards the surface. Everyone stood on the brightly lit field, staring upwards, awestruck.

Weaver shaded his eyes as he stared into the sky, arches of blindingly bright energy crisscrossed the open air, glowing like sunlight and stretching from horizon to horizon.

The Grid had been activated.

"We are out of time!" Weaver yelled "Everyone needs to get below! There is only one way to stop this now"

End Chapter Eight


	9. Bastion

Glenn and Tector were on the outpost at the top of the bunker along with the anti-aircraft team, scanning the dark sky and the surrounding field for the enemy. The rest of the fighters were down in the silo.

Tom had erected a barricade of sand bags in the tunnel at the foot of the stairs in front of the main door. The other rooms in the silo were also manned and barricaded, they would make the Espheni pay for every inch of ground.

Slowly, in the distance, a swarm of bright blue pinpoints emerged from the black between the Grid lines, growing larger slowly as they approached.

"Incoming!" the men on the anti-aircraft gun shouted and opened fire with their cannons, blasting bright orange streams of tracers into the air at the approaching beamers. Bursts of fire erupted in the sky as a pair of beamers were hit, erupting long tails of flame which rocketed down towards the earth.

"They're coming!" Tector shouted into his radio to Tom "We've got Beamers on the horizon"

"Roger that, when you see infantry we'll expend out rockets and bunker down"

The damaged Beamers plunged into the ground in a series of massive fireballs. The anti aircraft guns hit three more of them, and the remaining silver ships dove low over the field, their collective engines letting out a painfully loud whine as they flew over the 2nd Mass position, releasing a rain of ordinance.

"Get down!" Tector shouted, pulling Glenn onto the bottom of the concrete dugout. The bombs exploded with a blinding flash and searing heat, the shockwaves slamming through their bodies into the ground as a fall of blue hot fire washed over the edge of the hole.

"Damn!" Rick said as he crouched next to Tom behind the barricade inside the silo. A trickle of dust showered down from the ceiling of the tunnel as it trembled under the impacts of the bombs.

Tom radioed the surface "Tector! Tector do you copy!"

Back on the surface, Tector struggled to his feet, Tom's voice on the radio coming in faintly through the ringing in his ears as he readied his rifle.

"Yes sir!" he shouted into the mike, "They took out our trucks!"

A massive crater pitted the ground outside the dugout where the anti-aircraft trucks had been, burning hunks of metal and melted plastic were scattered across the field, filling the sky with a thick black smoke. The smoldering remains of the men in the trucks were blasted across the ground, blood covered the walls of the dugout and the cement was pitted with shrapnel impacts.

Glenn stood up cautiously next to Tector, looking through his night vision scope. A line of mechs were charged across the open space towards the silo, showing up clearly on the green tinted screen.

"Enemy infantry at our 10 o'clock!" Glenn yelled into the large steel hatch, Tector radioed in the same.

"Rockets! Go! Go! Go!" Tom shouted as Hal, Maggie, and the other scouts leapt over the barricade and stormed up the staircase onto the surface, carrying the remaining RPGs and anti-tank weapons.

The mechs were almost in range.

"Hold your fire" Hal commanded his men, "wait for my signal"

The machines drew closer and closer across the field, their blue lights presenting a clear target against the black sky.

"Now!"

The soldiers fired, filling the air with smoke and dust as the warheads streaked towards their targets. The explosions lit up the night like a strobe light, blowing the approaching mega mechs backwards and shattering many of them into pieces. The others kept moving, unfazed.

The mechs opened fire with an ear splitting rattling noise. Their automatic cannons filling the air around the dugout with a deadly hail of high velocity rounds, kicking up a shower of dirt. One of the fighters was hit in the head, blasting fragments of skull and blood over the others as his body crumbled.

The humans fired back, emptying their magazines at the machines. Hal shouldered his M16 rifle and leaned against the blood covered edge of the pit, firing at the bright lights on full automatic, spewing hot shell casings across the pit. He reached for another magazine and something slammed into him like a sledge hammer, he fell backwards onto the floor of the dugout and passed out.

"Hal!" Maggie shouted "He's hit!"

His right arm was a shattered mass of bone and muscle, bleeding heavily.

"Everyone get back in the silo!" Tector shouted over the gunfire.

Staying low, the humans scrambled back into the silo hatch. "We're coming down!" Tector shouted to the men inside as he continued firing his .50 cal rifle at the mechs, giving cover to the retreating men. He jumped into the hatch after them, pulling the massive steel door shut with a heavy clang, the rollers locked in place.

"Hal!" Tom yelled, jumping the barricade when Maggie emerged at the foot of the stairs.

"I've got him!" Ben said, grabbing his brother from Maggie "Go get Anne!"

Maggie ran frantically through the corridor to the makeshift hospital inside, followed by Ben, carrying his brother.

"Hold here long enough to inflict casualties" Tom said to Rick, handing him a large satchel full of C4 "Then lock the door and blow the tunnel"

"Nothing will get through here" Rick replied "these bastards are going to pay, go take care of Hal."

"Good man" Tom said, running down the corridor after Ben.

* * *

Blake was locked in a maintenance room deep in the silo, handcuffed to a pipe. A dark haired boy was in the room across from him, sitting against the wall near the door, watching him from a distance. He was carrying a loaded M4 and wearing a tactical vest over his civilian clothes.

"What's your name?" Blake asked him eventually.

The boy didn't answer.

"They warned you not to talk to me huh?" he continued "you must be very mature for your age, to be trusted with a post like this. Either that or they just needed everyone else. Maybe they're protecting you. I wouldn't have wanted my son out there right now."

"You had a son?" the boy asked

"Yes" Blake lied "He was around your age. You know, I'm not really such a bad guy. Rick and I have a history that goes way back before any of this, we were in charge of survivor groups after the outbreak, we saved lives and lived in harmony. That is until Rick and his group burned down our town and stole our supplies"

"My son died in the fire" he said, faking a tear "I know I did wrong going after Rick the way I did, but I'm sure your family would do the same."

"I don't have any family" the boy replied sadly.

"I'm sorry"

"They died the when the Espheni attacked Boston, I skipped school and they went out looking for me, when I got there they were all dead…everyone at the school…my mom, my dad, my sister…" he continued "My name's Jimmy"

"Jimmy!" Blake exclaimed "That was my son's name too!"

"No way!"

"Yah" Blake said "I've got a picture of him in my left front pocket. You can look at it if you want."

Jimmy stood up and walked across the room, slinging the rifle on his back. He reached into Blake's pocket, feeling for the picture.

Blake stood up quickly, slamming his knee into Jimmy's stomach.

Jimmy bent over and fell to the ground gasping, and trying to un-sling the rifle. Blake brought his foot down hard into the boy's shoulder, turning him over on his back and pinning him and the rifle against the floor.

"Help!…" Jimmy shouted as loud as he could.

"Shut up!" Blake snapped, shifting his foot onto his neck, leaning into it with all his weight.

Jimmy clawed at his leg in desperation, making short croaking noises as he fought for air. Blake moved his foot back and forth, pressing down hard until he felt the boy's throat give way.

He waited a few more seconds to make sure he was dead, then dragged the body closer to the pipe.

He turned around and began feeling through the pockets of the vest, looking for the handcuff key. He found it and unlocked the cuffs.

With his hands free, he retrieved the M4 and inspected it, chambering a round quietly. He took the vest off Jimmy, then tried the door handle.

It was unlocked.

Blake put his ear to the metal door and listened quietly for anyone on the other side. Echoes of shouting came from outside.

He quietly turned the handle and slipped into the empty corridor, shouldering the weapon, and moving quickly towards the control room.

* * *

The tunnel at the front of the bunker shook as the mechs pounded the silo hatch with barrage after barrage, the booming sound echoing through the tunnel. Rick, Daryl, and the rest of the 2nd Mass fighters waited tensely behind the wall of sandbags, pointing the muzzles of their guns out through openings in the barricade, watching the stair case.

A tremendous crash and flash of light seared through the dark tunnel as the hatch finally gave way, sending a shower of concrete fragments bouncing down the staircase like an avalanche, followed by the massive door, crushing and mangling the stairs as it fell. Dust and thick black smoke filled the tunnel.

The mechs above fired their flame throwers through the opening into the silo, igniting a writhing wall of bright orange flame.

"Get on the ground!" Rick yelled, as he and the others pressed low against the floor of the bunker. The flame washed over the sandbags a split second later, scorching across the ceiling and shooting out through the gun ports with unbearable heat.

The mechs stopped firing. Rick stood back up and squinted in the direction of the staircase, invisible through the smoke, his eyes stinging. The outside of the barricade was ablaze, filling the corridor with fumes and making it difficult to breath.

"Everyone…get…ready!" he coughed at the others he leveled his M4.

Scrambling and squealing came from the direction of the staircase. Skitters emerged through the smoke at the other end of the tunnel, running toward the barricade.

The humans opened fire, filling the corridor with a hail of bullets and tearing the aliens in front to shreds, splatters of blood hissing into the fire. But the ones at the back pushed forward into the bullets, clambering over the bodies of their comrades, the crowd of skitters pushed quickly down the hallway.

Rick, Michonne, Tector, Glenn, and the other fighters kept up a steady stream of gunfire at the approaching horde.

"Frag out!" Tector yelled as he threw a grenade over the barrier. Rick ducked below the sandbags as the device detonated, sending fragments of metal and alien flesh splattering through the tunnel.

* * *

The Espheni patrol craft hung silently on the far side of the Moon, drifting slowly in its orbit as the skitters inside monitored the surrounding space for signs of the approaching Volm fleet.

Their Overlord sat in its command chair, walking through the psychic energies of its assigned sector on the Earth's surface. A group of Mechs and Skitters under his command approached an apartment building on the outskirts of Beijing. There were humans inside it, surrounded by a dense mass of walkers.

 _Burn the blight and proceed with the harvest_

The Overlord ordered, and its minions obeyed, burning through the walkers with their flamethrowers and pushing into the building.

An alarm bell sounded through the patrol craft, breaking the alien's concentration, and with it the psychic link to Earth.

 _They're coming! their coming!_ The Skitters in the control room clamored excitedly.

The Overlord looked at the display mounted on the arm of it's chair. A small gamma ray burst had been detected less than three light-minutes away, then another, and another.

The Volm fleet was dropping out of FTL, almost on top of them. Dozens of cruisers, followed by a pair of massive command ships, appeared out of the black, opening fire as they decelerated towards the Moon. Colorful lines of energy reached out in every direction as the ships opened fire.

The beams hung in space for a full second as they crossed the thousands of miles between the guns and the Moon, a brilliant white light burned across the barren surface as the bolts smashed into the shields around the Espheni outpost.

The Overlord took command of his ship, overriding the Skitters at the controls, and banked down out of the way of the incoming attack. He armed his weapons.

 _Fire!_ he commanded, and the ship's mechanism's obeyed, releasing its entire bank of missiles towards the Volm. The warheads flew shining through space, locking onto the enemy cruisers and breaking off in pairs and trios to pursue individual craft.

Brilliant blue fireballs flashed silently in the vacuum as the missiles were intercepted by outgoing fire, exploding seconds later still far from their targets. Two cruisers were hit by the nukes, blowing them apart and sending debris streaking through space like the tail of a comet.

The agony of the dying Volm fed into the Overlord's psychic plain as he watched. _We must hold them back_ , he called out to the other Overlords across the abyss, _they must not take the harvest!_

Other Espheni ships had flown around from the far side of the moon, appearing as a swarm of bright blue points as they attacked engaged, firing their missiles and igniting their engines on full throttle as they closed the distance towards the Volm fleet.

* * *

"Concentrate fire on the outpost!" Waschak-cha'ab, the Volm commander, instructed his fleet from inside the bridge of his ship, standing in the middle of a three dimensional hologram of the battle space. "We must cripple their power source if we are to take back the planet"

The cruisers sounded back their acknowledgements as they continued pounding the energy shield on the Moon's surface with their long range guns.

"Sir, we are approaching fighter range" The battle computer informed him.

"Launch fighters" he instructed "destroy their patrol craft, without the motherships, they are no match for us"

Hundreds of fighters poured from their launch bays on the cruisers, breaking off into squadrons as they fanned out towards the Espheni patrol craft.

A wave of Beamers had taken off from the Moon's surface and were approaching quickly, but they were too few, and too late. The Espheni patrol craft, now in energy weapon range, were surrounded by swarms of Volm fighters, hedging them in a slowly closing sphere of ships.

* * *

The Overlord accelerated his craft abruptly as the Volm fighters closed in, their shots flashing against the patrol ship's shielding. He was surrounded.

 _You will never take me, you filthy creatures!_ He shouted telepathically at the Volm pilots. He could feel their minds, strong and determined, impossible to bend. _If you will not bow then you will die!_

He fired all his energy weapons and pulled the craft into a tight rotation, firing a blossom of energy outwards at the Volm fighters, incinerating them in bright flashes of light. The skitters inside the patrol craft screamed as the force of the rotation compressed them against the decks, crushing them into slime.

The remaining Volm fighters continued their approach, dodging the bolts of energy and landing hundreds of impacts, overloading the energy redirection of the shields. The Overlord cursed a final time as patrol craft was riddled with burning energy and blew apart under the force of its own rotation, flinging glowing debris out like a pinwheel.

* * *

"Three enemy craft destroyed sir" the computer informed the Volm commander. " We have two cruisers down and numerous fighters. Casualties have been heavier than anticipated"

The shield around the Espheni outpost failed under the constant barrage, and the cruiser fire utterly annihilated the landing docks beneath it, sending a plume of grey debris high into orbit as the energy blasted a massive crater in the surface.

"The remaining enemy ships are forming a defensive line" the computer said

"All cruisers continue towards the planet" Waschak-cha'ab instructed the fleet. "We must land before their mother ships return"

* * *

Rick fired the his weapon blindly over the barricade on automatic, his ears were ringing and the corridor was filled with smoke, stinging his eyes as he tried to open them. It was difficult to breath. The rifle in his hand stopped firing, and he reached instinctively to his vest for another magazine. He was out, the air was unbearably hot and stank of burned flesh and gunpowder.

Glenn grabbed his arm, barely visible through the haze, shouting at him. "We have to go!…we're going to…suffocate!" He coughed as he dragged Rick towards the blast door at the back of the corridor.

"Fall back!" Rick shouted hoarsely, "Fall back!"

"They're coming again!" Tector shouted and a fresh wave of screeching echoed down the corridor. "I need ammunition!"

"I'm out!" Rick shouted back, "we need to retreat!"

The screeching sound grew closer as the Skitters burrowed their way through the wall of bodies. The fighters retreated back through the blast door, dragging their wounded across the bloodied concrete. Rick tripped over a dead body, which rose from the floor with a hoarse moan, reaching for his neck before its head was split by Michonne's katana.

"Get inside!" He said, pushing her through the door. "Tector! Come on!"

"Go!" Tector replied, grabbing the satchel charge, "I'll cover you!"

"No!" Rick yelled "I'm not leaving you behind!"

The screeching grew closer.

"Go now!" Tector said, arming the charge.

"Damn it!" Rick said "Damn it!"

He shut pulled the heavy blast door shut, and turned the handle, sealing it air tight. The corridor became silent.

On the other side of the door, Tector stood behind the barricade. The skitters reached the end of the tunnel and dozens of them leapt over the barricade, the foremost grabbed Tector and slammed him against the wall. Its dark opal eyes staring straight into his.

"Semper fi motherfucker!" he shouted, and pressed the detonator.

The explosion thudded dully against the blast door, kicking up dust and shaking the floor violently.

"Why did you let him do that!" Glenn lunged at Rick "Why? You could have pulled him in! You could have done something!"

"Had no choice!" Rick said as Michonne pulled Glenn off him, "If I hadn't they would be inside right now, and we would all be dead!" He turned to his men "bring up more ammunition, and get the wounded to the infirmary!"

The troops moved off into the dimly lit bunker. "Watch the door" he ordered Michonne and Glenn as he turned to follow.

"I've got it" Michonne said, brandishing her katana. She positioned herself in front of the door, the blade glinting sharply under the red emergency lights.

Something moved up the wall to her right, like a quick shadow, but there was nothing there. She turned back to the door and a small light creature dropped from the ceiling onto her chest, clinging to her shirt with tiny claws. It looked like a miniature skitter, with four legs and a blue tinted shell.

"Get off!" she exclaimed, swatting the small being off her shirt onto the ground. It scampered quickly across the floor and into the hole under the door Matt had crawled through earlier.

"What is it?" Glenn asked

"Some sort of alien bug"

A scratching and scraping sound came out of the hole in the floor, and thousands of the creatures poured out of the opening, crawling up the walls and raining down from the ceiling. Burying her under the swarm and biting and clawing their way into her skin and clothing.

Michone screamed in pain and swung her sword wildly, batting the into the air. Glenn fired his last few rounds into the hole, dropped his rifle, and grabbed hold of Michonne. The insects swarmed off of her, up his arms and across the floor around his legs, biting through his clothing. He turned and ran blindly up the red corridor, dragging Michonne with one hand and swatting the creatures off with the other.

"Get down!" Rick's voice boomed from across the hall. Glenn threw himself on the ground

as one of the 2nd Mass jumped over him and Michonne, carrying a flamethrower, and firing as he went. The walls and ceiling around the swarm ignited, incinerating them into pungent black smoke as their bodies popped from the heat. More scratching came from under to door.

"We've got to seal that hole!" Rick said, pulling a grenade from his belt. He ran between the flaming walls, rolling the grenade hard across the floor. It fell into the hole with a metallic clang, and Rick jumped back through the flaming walls, catching his sleeve on fire as he did so.

The grenade detonated with a deafening bang, sending bits of stinging concrete shrapnel ricocheting down the corridor. The floor around the door collapsed onto the springs underneath, sealing the gap.

Rick slapped out the flame on his shirt sleeve. "Take them back with the wounded" he ordered one of the soldiers, motioning to Glenn and Michonne. "What about you?" the man asked, indicating the burn on his arm.

"I'll be fine"

A mech's foghorn reverberated from beyond the door.

* * *

Waschak-cha'ab stood on the bridge of the Volm command ship as the fleet rounded the near side of the Moon, engaging the now unshielded Espheni surface emplacements along the way.

"Our fighters are engaged in heavy combat with the remaining Beamers and Espheni patrol craft" his second in command, Cochise, informed him as they watched the faint pinpoints of light flashing and disappearing round the Earth's orbit.

"Losses are mounting, we need to land soon or our pods will be destroyed in orbit" Cochise said.

"The planet's shield is still in place" the computer responded to them "odds of pod survival are minimal"

"We need your decision commander" Cochise asked his father politely "Shall I instruct the fleet to retreat?"

Waschak-cha'ab thought for a moment, he addressed the computer "What are our chances against an Espheni counterattack from their mother ships?"

"With current casualties and munitons expenditures engaging in combat against the main Espheni fleet will lead to the destruction of all transports" the machine stated

"Do we pull back then?" Cochise asked.

"No" Waschak-cha'ab replied "order your troops to board their pods for landing"

"But father, the computer said..."

"I don't care what the computer thinks" Waschak-cha'ab snapped "do as I command"

"I must recommend reconsideration" the computer opined "This course of action places the fleet in grave risk"

"I believe in Tom Mason" Waschak-cha'ab said to Cochise, ignoring the computer, "He will have the shield down in time"

"I hope you are right commander" Cochise said, bowing formally before leaving the bridge.

* * *

"The unlock code has been entered" Tom said to Weaver as he finished setting code wheel in the main control panel.

"Lets hope this works" Weaver said turning on the tracking screen and sitting down at the console, "I didn't come all this way to die for nothing"

"We need the keys next" Tom stated, looking over the launch instructions in the burned file, "I'll go find Morris"

The door to the control room slammed shut behind them and they both turned around. Blake was standing in front of the door, his face lit by the glow of the screen. He was wearing Jimmy's vest and holding an M4, he turned the wheel on the door, locking them in with a loud click.

"What the hell!" Weaver shouted, reaching for his rifle on the other side of the control panel.

"Stop right there!" Blake yelled, shouldering the weapon. Weaver stopped and hesitantly raised his hands.

"Look, we're all in the same boat here" he said to Blake"Lets just calm down a bit"

"How did you get out?" Tom asked, raising his hands and inching slowly backward towards his AK leaning against the panel.

"Shut up!" Blake snarled, motioning with the gun, "both of you get on the ground now!"

Tom and Weaver complied slowly. "How did you get in here?" Tom asked

"I said shut! Up!" Blake growled, he held up one of the launch keys, covered in blood. "I've got one of my keys from that crazy airforce guy."

"What did you do to Jimmy!" Weaver yelled

"By the way thanks for setting up the code for me" Blake sneered "I kept asking Morris, but you know, sometimes they just don't talk, no matter what you do to 'em..."

He leveled his gun at Tom's head.

"Now, I'm going to give you three seconds to tell me where my other key is"


End file.
